AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 2, 2001
REGISTRATION NOS. 333--62056
333--62056-01
333--62056-02
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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PRE-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ENERGY EAST CORPORATION NEW YORK 14-1798693
ENERGY EAST CAPITAL TRUST I DELAWARE 14-6209162
ENERGY EAST CAPITAL TRUST II DELAWARE 14-6209165
(Exact name of registrants as specified (States or other jurisdictions of (I.R.S. Employer Identification
in their charter or trust agreement, as incorporation or organization) Nos.)
applicable)
P.O. BOX 12904
ALBANY, NEW YORK 12212-2904
(518) 434-3049
(Address, including zip code, and telephone number, including area code,
of each registrant's principal executive offices)
------------------------------
KENNETH M. JASINSKI LEONARD BLUM, ESQ.
Executive Vice President, General Counsel & Secretary FRANK LEE, ESQ.
Energy East Corporation Huber Lawrence & Abell
P.O. Box 12904 605 Third Avenue
Albany, New York 12212-2904 New York, New York 10158
(518) 434-3049 (212) 682-6200
(Names, addresses, including zip codes, and telephone numbers, including area
codes, of agents for service)
------------------------------
WITH COPIES TO:
JOEL S. KLAPERMAN, ESQ.
Shearman & Sterling
599 Lexington Avenue
New York, New York 10022
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this registration statement.
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, 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. / /
THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
WILL THEN BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT
OF 1933 OR UNTIL THIS REGISTRATION STATEMENT BECOMES EFFECTIVE ON SUCH DATE AS
THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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EXPLANATORY NOTE
This pre-effective amendment no. 1 to the registration statement on Form S-3
(File Nos. 333-62056, 333-62056-01, and 333-62056-02) contains only certain
exhibits which had previously been designated in the Exhibit Index referenced in
Item 16 of Part II of this registration statement as to be filed by amendment.
This pre-effective amendment no. 1 contains all such exhibits.
i
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS
See Exhibit Index.
II-1
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 pre-effective
amendment no. 1 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 July 2, 2001.
ENERGY EAST CORPORATION
By: /s/ FRANK LEE
-----------------------------------------
Frank Lee
ATTORNEY-IN-FACT
Pursuant to the requirements of the Securities Act of 1933, this
pre-effective amendment no. 1 to the registration statement has been signed by
the following persons in the capacities indicated on July 2, 2001.
SIGNATURE TITLE
--------- -----
Principal Executive and Financial Officer:
*
------------------------------------------- Chairman and Director
Wesley W. von Schack
Principal Accounting Officer:
*
------------------------------------------- Vice President and Controller
Robert E. Rude
Directors:
*
------------------------------------------- Director
Richard Aurelio
*
------------------------------------------- Director
James A. Carrigg
*
------------------------------------------- Director
Alison P. Casarett
*
------------------------------------------- Director
Joseph J. Castiglia
*
------------------------------------------- Director
Lois B. DeFleur
II-2
SIGNATURE TITLE
--------- -----
*
------------------------------------------- Director
Paul L. Gioia
*
------------------------------------------- Director
David M. Jagger
*
------------------------------------------- Director
Ben E. Lynch
*
------------------------------------------- Director
John M. Keeler
*
------------------------------------------- Director
Peter J. Moynihan
*
------------------------------------------- Director
Walter G. Rich
/s/ FRANK LEE
------------------------------------------- As attorney-in-fact for the officers and
Frank Lee directors marked by an asterisk
Pursuant to the requirements of the Securities Act of 1933, Energy East
Capital Trust I has duly caused this pre-effective amendment no. 1 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 July 2, 2001.
ENERGY EAST CAPITAL TRUST I
By Energy East Corporation, as Sponsor
By: /s/ ROBERT D. KUMP
-----------------------------------------
Robert D. Kump
VICE PRESIDENT AND TREASURER
Pursuant to the requirements of the Securities Act of 1933, Energy East
Capital Trust II has duly caused this pre-effective amendment no. 1 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 July 2, 2001.
ENERGY EAST CAPITAL TRUST II
By Energy East Corporation, as Sponsor
By: /s/ ROBERT D. KUMP
-----------------------------------------
Robert D. Kump
VICE PRESIDENT AND TREASURER
II-3
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION METHOD OF FILING
----------- ----------- ----------------
1-1 Form of Underwriting Agreement relating to Filed herewith.
senior debt securities.
1-2 Form of Underwriting Agreement relating to the Filed herewith.
trust preferred securities.
4-1 Indenture dated as of August 31, 2000 between Filed as Exhibit 4-1 to Form 10-Q for
Energy East and The Chase Manhattan Bank, as the quarterly period ended
Trustee, related to the senior debt securities. September 30, 2000 and incorporated
herein by reference.
4-2 Second Supplemental Indenture dated as of Filed as Exhibit 4-2 to Form 10-K for
November 14, 2000 between Energy East and The year ended December 31, 2000 and
Chase Manhattan Bank, as Trustee, related to the incorporated herein by reference.
senior debt securities.
4-3 Third Supplemental Indenture dated as of Filed as Exhibit 4-3 to Form 10-K for
November 14, 2000 between Energy East and The year ended December 31, 2000 and
Chase Manhattan Bank, as Trustee, related to the incorporated herein by reference.
senior debt securities.
4-4 Form of subordinated indenture from Energy East Previously filed.
to The Chase Manhattan Bank, as Trustee, related
to the junior subordinated debt securities.
4-5 Form of supplemental indenture to subordinated Previously filed.
indenture related to the junior subordinated
debt securities.
4-6 Form of guarantee agreement to be delivered by Previously filed.
Energy East Corporation. (Agreements for Energy
East Capital Trust I and Energy East Capital
Trust II will be substantially identical except
for names and dates.)
4-7 Certificate of Trust of Energy East Capital Previously filed.
Trust I.
4-8 Certificate of Trust of Energy East Capital Previously filed.
Trust II.
4-9 Trust Agreement of Energy East Capital Trust I, Previously filed.
dated May 24, 2001.
4-10 Trust Agreement of Energy East Capital Trust II, Previously filed.
dated May 24, 2001
4-11 Form of Amended and Restated Trust Agreement. Previously filed.
(Agreements for Energy East Capital Trust I and
Energy East Capital Trust II will be
substantially identical, except for names and
dates.)
4-12 Form of Agreement as to Expenses and Previously filed.
Liabilities. (Agreements for Energy East Capital
Trust I and Energy East Capital Trust II will be
substantially identical, except for names and
dates.)
EXHIBIT NO. DESCRIPTION METHOD OF FILING
----------- ----------- ----------------
5-1 Opinion of Huber Lawrence & Abell with respect Filed herewith.
to the legality of the securities registered
hereunder.
5-2 Opinions of Richards, Layton & Finger, P.A., Previously filed.
special Delaware counsel to Energy East
Corporation, Energy East Capital Trust I and
Energy East Capital Trust II with respect to the
legality of the securities registered hereunder.
12 Computation of Ratio of Earnings to Fixed Previously filed.
Charges.
23-1 Consent of Huber Lawrence & Abell. Included in opinion filed as
Exhibit 5-1.
23-2 Consent of Richards, Layton & Finger, P.A. Included in opinion filed as
Exhibit 5-2.
23-3 Consent of PricewaterhouseCoopers LLP. Previously filed.
24-1 Powers of Attorney of Directors and Officers. Previously filed.
24-2 Power of Attorney of Energy East. Previously filed.
25-1 Statement of Eligibility and Qualification of Filed as Exhibit 25 to Form S-3, File
The Chase Manhattan Bank as trustee for the No. 333-34792 and incorporated herein
senior debt securities. by reference.
25-2 Statement of Eligibility and Qualification of Previously filed.
The Chase Manhattan Bank as trustee for the
junior subordinated debt securities.
25-3 Statement of Eligibility and Qualification of Previously filed.
The Chase Manhattan Bank as guarantee trustee
related to Energy East Capital Trust I.
25-4 Statement of Eligibility and Qualification of Previously filed.
The Chase Manhattan Bank as guarantee trustee
related to Energy East Capital Trust II.
25-5 Statement of Eligibility and Qualification of Previously filed.
The Chase Manhattan Bank as property trustee
related to Energy East Capital Trust I.
25-6 Statement of Eligibility and Qualification of Previously filed.
The Chase Manhattan Bank as property trustee
related to Energy East Capital Trust II.