<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 9, 1994
REGISTRATION NO. 33-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
------------------------
UNITED CITIES GAS COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
<TABLE>
<S> <C>
ILLINOIS AND VIRGINIA 36-1801540
(STATE OF OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
</TABLE>
5300 MARYLAND WAY
BRENTWOOD, TENNESSEE 37027
(615) 373-5310
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
GENE C. KOONCE, PRESIDENT
5300 MARYLAND WAY
BRENTWOOD, TENNESSEE 37027
(615) 373-5310
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
COPIES OF COMMUNICATIONS TO:
JOHN M. DIXON
CHAPMAN AND CUTLER
111 WEST MONROE STREET
CHICAGO, ILLINOIS 60603
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable 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/
------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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- ------------------------------------------------------------------------------------------------
AMOUNT PROPOSED PROPOSED AMOUNT OF
TITLE OF SECURITIES TO BE MAXIMUM OFFERING MAXIMUM AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PRICE PER SHARE(1) OFFERING PRICE FEE
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, without
par value............. 1,070,000 Shares $15.75 $16,852,500 $5,811.21
- ------------------------------------------------------------------------------------------------
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</TABLE>
(1) Pursuant to Rule 457(c) and (h), the proposed maximum offering price per
share and maximum aggregate offering price and amount of registration fee
are calculated based upon a price per share of $15.75, the average of the
high and low price for the shares of United Cities Gas Company Common Stock
as reported by the National Association of Securities Dealers Automated
Quotations (NASDAQ) National Market System on December 6, 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.
- --------------------------------------------------------------------------------
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<PAGE> 2
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH STATE.
SUBJECT TO COMPLETION, DATED DECEMBER 9, 1994
(LOGO) UNITED CITIES
GAS COMPANY
5300 MARYLAND WAY
BRENTWOOD, TENNESSEE 37027
(615) 373-5310
CUSTOMER STOCK PURCHASE PLAN
COMMON STOCK
WITHOUT PAR VALUE
------------------------
Current and potential customers of United Cities Gas Company (the
"Company") are offered the right to make one purchase of shares of the Company's
Common Stock at a 5% discount to market value, all as set forth herein under
"Customer Stock Purchase Plan." Purchasers will have the option of becoming
participants in the Company's Dividend Reinvestment and Stock Purchase Plan.
------------------------
No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus and, if given or
made, such information or representations must not be relied upon. Prospective
purchasers may wish to read the prospectus describing the Dividend Reinvestment
and Stock Purchase Plan which accompanies this Prospectus. Employees may wish to
read this Prospectus in conjunction with the prospectus describing the Employee
Stock Purchase Plan.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE 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 DECEMBER , 1994
<PAGE> 3
AVAILABLE INFORMATION
THE COMPANY IS SUBJECT TO THE INFORMATIONAL REQUIREMENTS OF THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED (THE "EXCHANGE ACT") AND, IN ACCORDANCE
THEREWITH, FILES REPORTS, PROXY STATEMENTS AND OTHER INFORMATION WITH THE
SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION"). REPORTS, PROXY STATEMENTS
AND OTHER INFORMATION FILED BY THE COMPANY WITH THE COMMISSION PURSUANT TO THE
INFORMATIONAL REQUIREMENTS OF THE EXCHANGE ACT MAY BE INSPECTED AND COPIED AT
THE PUBLIC REFERENCE FACILITIES MAINTAINED BY THE COMMISSION AT 450 FIFTH
STREET, N.W., WASHINGTON, D.C. 20549, AND AT THE FOLLOWING REGIONAL OFFICES OF
THE COMMISSION: NEW YORK REGIONAL OFFICE, 75 PARK PLACE, NEW YORK, NEW YORK
10007; AND CHICAGO REGIONAL OFFICE, 500 WEST MADISON STREET, 14TH FLOOR,
CHICAGO, ILLINOIS 60606. COPIES OF SUCH MATERIAL MAY BE OBTAINED FROM THE PUBLIC
REFERENCE SECTION OF THE COMMISSION AT 450 FIFTH STREET, N.W., WASHINGTON, D.C.
20549, AT PRESCRIBED RATES.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, heretofore filed by the Company with the
Commission pursuant to the Exchange Act, are hereby incorporated by reference,
except as superseded or modified herein:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1993.
2. The Company's Quarterly Report on Form 10-Q for the quarterly
periods ended March 31, 1994, June 30, 1994 and September 30, 1994.
3. The description of the Common Stock of the Company, without par
value, as contained in the Company's Registration Statement on Form 10, as
amended by subsequently filed reports on Form 10-K.
All documents filed by the Company 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 termination of this offering shall be deemed to be incorporated by reference
in this Prospectus and to be a part hereof from the date of filing such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be modified or superseded, for purposes
of this Prospectus, to the extent that a statement contained herein or in any
subsequently filed document which is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
The Company will provide without charge to each person to whom a copy of
this Prospectus is delivered, upon the written or oral request of any such
person, a copy of the documents described above (other than exhibits). Requests
for such copies should be directed to Investor Relations/Corporate
Communications, United Cities Gas Company, 5300 Maryland Way, Brentwood,
Tennessee 37027, telephone (615) 373-5310, ext. 233.
2
<PAGE> 4
UNITED CITIES GAS COMPANY
5300 MARYLAND WAY
BRENTWOOD, TENNESSEE 37027
(615) 373-5310
CUSTOMER STOCK PURCHASE PLAN
1. THE PLAN
United Cities Gas Company's Customer Stock Purchase Plan (the "Plan") was
created by action of the Board of Directors of the Company on August 6, 1993.
The Plan originally authorized the issuance of up to 200,000 shares of Common
Stock of the Company pursuant to the Plan. On November 29, 1994, the Board of
Directors of the Company authorized the issuance of up to an additional
1,000,000 shares of Common Stock of the Company pursuant to the Plan. The
purpose of the Plan is to further encourage individual ownership of Company
stock by providing current and potential customers, including existing
shareholders, and Company employees with a convenient and commission-free way to
make an initial, one-time purchase of Company stock and thereby gain access to
the Company's Dividend Reinvestment and Stock Purchase Plan.
Under the Plan, current and potential customers and Company employees are
offered the right to make a single purchase of shares of Common Stock at a 5%
discount from market value. When the purchaser becomes a registered shareholder,
he or she may elect to enroll in the Company's Dividend Reinvestment and Stock
Purchase Plan which permits shareholders to reinvest cash dividends and make
optional cash purchases without incurring additional expense. Enrollment cards
are routinely mailed to all new shareholders.
The Company believes that encouraging stock ownership by customers and
Company employees will create good will for the Company and that the Company
will benefit from increasing the number of individual shareholders as well as
the funds raised pursuant to the Plan. The number of shares subject to the Plan
is subject to adjustment in the case of any stock split, stock dividend or
reclassification regarding the Company's Common Stock.
2. ONE PURCHASE PERMITTED
Only one purchase per participant will be permitted pursuant to the Plan.
3. ELIGIBILITY
Current and potential customers, including existing shareholders, eligible
to purchase Common Stock pursuant to the Plan include individuals residing
within a county in which the Company provides natural or propane gas. Company
employees are eligible to participate in the Plan regardless of residence.
4. ENROLLMENT PROCEDURE
Any participant may make a one-time purchase pursuant to the Plan at any
time by completing, signing and forwarding an Initial Investment Form along with
a check or money order payable to the Plan Administrator, Harris Trust and
Savings Bank at the following address:
Harris Trust and Savings Bank
Stock Transfer Department
P. O. Box A-3309
Chicago, Illinois 60690
An Initial Investment Form and postage-paid envelope are enclosed with this
Prospectus.
Payment must be received by the Plan Administrator at least seven days
before the Stock Purchase Date. Payments which are received after the seventh
day will be held by the Plan Administrator for investment on the next succeeding
purchase date.
3
<PAGE> 5
5. STOCK PURCHASE DATE
Stock will be purchased on the fifteenth day of each month or, if such day
is not a trading day, the trading day immediately preceding that day, such day
being referred to herein as the Stock Purchase Date.
Because no use will be made of the purchaser's money until the stock is
purchased, no interest will be paid from the date the Plan Administrator
receives the check to the Stock Purchase Date.
6. PRICE AT WHICH STOCK MAY BE PURCHASED
The price per share will be 95% of the average of the closing prices of the
Common Stock for the period of five trading days ending on the Stock Purchase
Date in the NASDAQ Over-the-Counter National Market Issues report of the Midwest
Edition of the Wall Street Journal.
The minimum amount which may be invested is $250; the maximum amount is
$10,000. Each purchaser's account will be credited with the number of shares,
including fractions computed to four decimal places, equal to the amount to be
invested divided by the applicable purchase price.
Company employees should compare the Plan with the Company's Employee Stock
Purchase Plan (the "Employee Plan"). Copies of the prospectus relating to the
Employee Plan may be obtained by contacting Investor Relations/Corporate
Communications, United Cities Gas Company, 5300 Maryland Way, Brentwood,
Tennessee 37027, telephone (615) 373-5310, ext. 233.
7. ISSUANCE OF STOCK
Shares purchased under the Plan will be credited to the purchaser's
account. Certificates for such shares will be issued without charge by the Plan
Administrator upon receipt of a written request by the purchaser. Certificates
representing fractional share interests will not be issued under any
circumstances.
In lieu of issuing a certificate for any fractional share interest
remaining in a purchaser's account, any fractional share interest will be
liquidated and a check for the net proceeds will be mailed to the purchaser by
the Plan Administrator.
8. PARTICIPATION IN DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
A purchaser of shares of Common Stock will have the option of becoming a
participant in the Company's Dividend Reinvestment and Stock Purchase Plan (the
"Dividend Plan"). The Dividend Plan permits the automatic reinvestment of cash
dividends in additional shares of Common Stock at a price equal to 95% of the
average closing prices of the Common Stock for the period of five trading days
ending on the Investment Date (as defined). It also permits the purchase of
additional shares through optional cash payments at 100% of such average price.
A copy of the prospectus relating to the Dividend Plan is enclosed with this
Prospectus.
9. TERMINATION OF AND AMENDMENTS TO PLAN
The Company reserves the right to amend, modify, suspend or terminate the
Plan at any time.
10. ADMINISTRATION OF THE PLAN
The Treasurer of the Company, James B. Ford, 5300 Maryland Way, Brentwood,
Tennessee 37027 or an alternate named by him, will administer the Plan until its
termination and make such interpretations and rulings as are necessary in
connection with its operations.
4
<PAGE> 6
11. FEDERAL INCOME TAX EFFECTS UPON PURCHASERS
The following Federal income tax consequences are based on current laws,
regulations, rulings and decisions. This type of Plan is novel in that the
Internal Revenue Service has not issued any direct rulings which address the tax
consequences of similar arrangements. The conclusions summarized below result
from an analysis of the applicable authority.
a. Even though the Common Stock will be purchased for less than its fair
market value, the purchaser of Common Stock under the Plan will not be
subject to tax at the time of purchase. The purchaser of stock is not
required to recognize gain just because the purchaser purchases the
stock at a discounted price.
b. Generally, the amount of gain (or loss) is determined and recognized
upon the sale or other disposition of property. Therefore, the purchaser
of the Common Stock may be subject to tax upon the sale of the Common
Stock.
c. The tax basis of property is generally the amount paid for the property
even though the purchaser paid a price below the fair market value of
the property at the time of purchase. Therefore, the purchaser's cost
basis in the Common Stock purchased under the Plan will be the amount
actually paid for the Common Stock.
d. The purchaser's holding period for the Common Stock purchased under the
Plan will begin on the day after the purchase of the Common Stock.
This summary of tax consequences relates only to purchases of Common Stock
for investment purposes. Purchasers should consult the Dividend Plan prospectus
to determine the tax consequences under such plan.
THIS SUMMARY IS NOT INTENDED TO BE A SUBSTITUTE FOR CAREFUL TAX PLANNING,
PARTICULARLY SINCE THIS TYPE OF PLAN IS NOVEL AND THE TAX CONSEQUENCES OF
INVESTMENT UNDER THE PLAN MAY NOT BE IDENTICAL FOR ALL PURCHASERS. PROSPECTIVE
PURCHASERS ARE ENCOURAGED TO CONSULT WITH THEIR OWN TAX ADVISORS WITH SPECIFIC
REFERENCE TO THEIR OWN SITUATION.
12. REGULATORY APPROVAL
Authorization for the issuance of the original 200,000 shares and the
additional 1,000,000 shares has been obtained from the Georgia Public Service
Commission, the Illinois Commerce Commission, the Tennessee Public Service
Commission, the Kansas Corporation Commission and the State Corporation
Commission of the Commonwealth of Virginia.
THE COMPANY
United Cities Gas Company is incorporated under the laws of the State of
Illinois and domesticated under the laws of the Commonwealth of Virginia. Its
principal offices are located at 5300 Maryland Way, Brentwood, Tennessee 37027
and its telephone number is (615) 373-5310. Unless the context indicates
otherwise, "Company" includes United Cities Gas Company and its subsidiaries,
UCG Energy Corporation ("UCG Energy") and United Cities Gas Storage Company
("UCG Storage").
The Company is primarily a distributor of natural and propane gas operating
in ten states and serving approximately 315,000 customers (293,400 natural and
21,600 propane). The Company's natural gas business is conducted in eight
states: Tennessee, Illinois, Missouri, Georgia, South Carolina, Virginia, Iowa
and Kansas. Propane is distributed through the Company's wholly-owned
subsidiary, UCG Energy. The propane division of UCG Energy serves customers in
Tennessee, North Carolina and Virginia. UCG Energy is also engaged in other
activities complementing the natural gas business through its rental and utility
services division.
UCG Storage provides the Company and others with supplemental natural gas
supplies through Company-owned natural gas storage fields in Kentucky and
Kansas.
5
<PAGE> 7
The Company will use the proceeds from the sale of Common Stock pursuant to
the Plan for general corporate purposes.
LEGAL OPINION
The validity of the Common Stock offered hereby will be passed upon for the
Company by Chapman and Cutler, 111 West Monroe Street, Chicago, Illinois 60603.
EXPERTS
The consolidated financial statements and schedules incorporated by
reference in this Registration Statement have been audited by Arthur Andersen
LLP, independent public accountants, as indicated in their report with respect
thereto, and are included herein in reliance upon the authority of said firm as
experts in giving said report. Reference is made to said report, which includes
an explanatory paragraph with respect to the change in the method of accounting
for postretirement benefits other than pensions and income taxes effective
January 1, 1993 as discussed in the notes to consolidated financial statements.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Paragraph 56 of the Company's By-Laws provides in general that, subject to
applicable statutory limitations, each director or officer of the Company and
any person who, at the request of the Company, has served as a director or
officer of another corporation in which the Company has a financial interest
shall be indemnified against costs and expenses incurred (including any
judgments, fines or reasonable settlements) in connection with the defense of
any criminal or civil proceedings in which such person is named as a party by
reason of having been such director or officer, or by reason of any action taken
or not taken in such capacity unless such officer or director is finally
adjudged to have been liable for negligence or misconduct in the performance of
duty. Conviction or judgment in a criminal proceeding does not necessarily
constitute an adjudication of liability for negligence or misconduct in
performance of duty, under certain conditions. Paragraph 56 also provides that
the provisions thereof shall not be construed as a limitation on the general
power of the Company to enter into a contract or undertaking of indemnity with a
director or officer in any proper case not provided for in paragraph 56.
The Illinois Business Corporation Act and the Virginia Stock Corporation
Act generally provide that each corporation subject to such Acts shall have the
power to provide indemnification of the type summarized above, subject to
certain limitations. The Company has purchased insurance policies covering
certain liabilities of its officers and directors.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Company, the Company has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable.
6
<PAGE> 8
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
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<S> <C> <C>
CUSTOMER STOCK PURCHASE PLAN
1. The Plan......................... 3
2. One Purchase Permitted........... 3
3. Eligibility...................... 3
4. Enrollment Procedure............. 3
5. Stock Purchase Date.............. 4
6. Price at Which Stock May Be
Purchased...................... 4
7. Issuance of Stock................ 4
8. Participation in Dividend
Reinvestment and Stock Purchase
Plan........................... 4
9. Termination of and Amendments to
Plan........................... 4
10. Administration of the Plan....... 4
11. Federal Income Tax Effects upon
Purchasers..................... 5
12. Regulatory Approval.............. 5
------------------------
THE COMPANY............................ 5
LEGAL OPINION.......................... 6
EXPERTS................................ 6
INDEMNIFICATION OF DIRECTORS AND
OFFICERS............................. 6
</TABLE>
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(LOGO)
UNITED CITIES GAS COMPANY
CUSTOMER STOCK PURCHASE PLAN
COMMON STOCK
WITHOUT PAR VALUE
DECEMBER , 1994
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<PAGE> 9
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTIONS
<TABLE>
<S> <C>
SEC Registration Fee..................................................... $ 5,811.21
Printing Expenses........................................................ 9,000.00
Accounting Fees and Expenses............................................. 1,500.00
Legal Fees and Expenses.................................................. 8,500.00
Transfer Agent and Registrar Fee......................................... 5,000.00
Blue Sky Fees and Expenses............................................... 600.00
Miscellaneous Expenses................................................... 0.00
----------
Total.......................................................... $30,411.21
=========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Paragraph 56 of the Company's By-Laws provides in general that, subject to
applicable statutory limitations, each director or officer of the Company and
any person who, at the request of the Company, has served as a director or
officer of another corporation in which the Company has a financial interest
shall be indemnified against costs and expenses incurred (including any
judgments, fines or reasonable settlements) in connection with the defense of
any criminal or civil proceedings in which such person is named as a party by
reason of having been such director or officer, or by reason of any action taken
or not taken in such capacity unless such officer or director is finally
adjudged to have been liable for negligence or misconduct in the performance of
duty. Conviction or judgment in a criminal proceeding does not necessarily
constitute an adjudication of liability for negligence or misconduct in
performance of duty, under certain conditions. Paragraph 56 also provides that
the provisions thereof shall not be construed as a limitation on the general
power of the Company to enter into a contract or undertaking of indemnity with a
director or officer in any proper case not provided for in paragraph 56.
The Illinois Business Corporation Act and the Virginia Stock Corporation
Act generally provide that each corporation subject to such Acts shall have the
power to provide indemnification of the type summarized above, subject to
certain liabilities of its officers and directors.
ITEM 16. EXHIBITS
See List of Exhibits on page II-5 hereof.
ITEM 17. UNDERTAKINGS
(1) The undersigned Registrant hereby undertakes:
(a) 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 Registration
Statement;
II-1
<PAGE> 10
Provided, however, that paragraphs (i) and (ii) do not apply if the
information required to be included in a post-effective 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.
(b) 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.
(c) 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.
(2) 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 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
in that time shall be deemed to be the initial bona fide offering thereof.
II-2
<PAGE> 11
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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Brentwood, State of Tennessee, on November 29, 1994.
UNITED CITIES GAS COMPANY
By: /s/ GENE C. KOONCE
--------------------------------------
Gene C. Koonce
President
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Gene C. Koonce, James B. Ford and Tom S. Hawkins,
Jr., or any one of them, his true and lawful attorneys-in-fact and agents with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to execute in the name of each such person
who is then an officer or director of the Registrant any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them full power and authority to do
and perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
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 date indicated.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
- --------------------------------------------- ---------------------------- ------------------
<S> <C> <C>
/s/ DWIGHT C. BAUM Chairman of the Board
- ---------------------------------------------
Dwight C. Baum
/s/ GENE C. KOONCE President, Principal
- --------------------------------------------- Executive
Gene C. Koonce Officer and Director
/s/ JAMES B. FORD Senior Vice President and
- --------------------------------------------- Treasurer and Principal
James B. Ford Financial Officer
/s/ TOM S. HAWKINS, JR. Vice President of Finance
- ---------------------------------------------
Tom S. Hawkins, Jr.
/s/ ADRIENNE H. BRANDON Controller
- ---------------------------------------------
Adrienne H. Brandon
/s/ THOMAS J. GARLAND Director November 29, 1994
- ---------------------------------------------
Thomas J. Garland
Director
- ---------------------------------------------
Vincent J. Lewis
</TABLE>
II-3
<PAGE> 12
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
- --------------------------------------------- ---------------------------- ------------------
<S> <C> <C>
/s/ DENNIS L. NEWBERRY, II Director
- ---------------------------------------------
Dennis L. Newberry, II
/s/ STIRTON OMAN, JR. Director
- ---------------------------------------------
Stirton Oman, Jr.
/s/ TIMOTHY W. TRIPLETT Director
- ---------------------------------------------
Timothy W. Triplett
/s/ GEORGE C. WOODRUFF, JR. Director
- ---------------------------------------------
George C. Woodruff, Jr.
</TABLE>
II-4
<PAGE> 13
LIST OF EXHIBITS
<TABLE>
<CAPTION>
PAGE NUMBER
IN
SEQUENTIAL
EXHIBIT NUMBERING
NUMBER SYSTEM
- -------- -----------
<C> <S> <C>
4.01 Indenture of Mortgage, dated as of July 15, 1959, from the Company to
Continental Bank National Association and M.J. Kruger, as Trustees,
as amended and supplemented through December 1, 1992 (the Indenture
of Mortgage through the 20th Supplemental Indenture filed with the
Company's Form 10-K for the year ended December 31, 1992 and
incorporated herein by reference).
5.01 Opinion of Chapman and Cutler.
23.01 Consent of Chapman and Cutler (included in Exhibit 5.01).
23.02 Consent of Independent Public Accountants.
24.01 Power of Attorney (set forth on Page II-3 of this Registration
Statement).
99.01 Initial Investment Form.
</TABLE>
II-5
<PAGE> 1
EXHIBIT 5.01
December 8, 1994
United Cities Gas Company
5300 Maryland Way
Brentwood, Tennessee 37027
Re: United Cities Gas Company
Form S-3 Registration Statement
(1934 Act File No. 0-1284)
Gentlemen:
We have acted as counsel for United Cities Gas Company (the "Company") in
connection with the registration statement on Form S-3 (the "Registration
Statement") of the Company which is being filed with the Securities and Exchange
Commission on December 9, 1994 covering up to 1,070,000 shares of the Company's
Common Stock, without par value (the "Common Stock"), issuable to current and
potential customers of the Company and Company employees who are participants in
the Company's Customer Stock Purchase Plan (the "Plan").
As such counsel, we have examined the Articles of Incorporation and By-Laws
of the Company, the Plan, the Registration Statement and such other corporate
documents and records and have made such other inquiries as we have deemed
necessary or advisable in order to enable us to render the opinion hereinafter
set forth.
The Plan provides that shares of Common Stock issuable to current and
potential customers of the Company and Company employees who are participants in
the Plan may be authorized but unissued shares of Common Stock.
Based on the foregoing, we are of the opinion that when authorized but
unissued shares of Common Stock issuable to current and potential customers of
the Company and Company employees who are participants in the Plan have been
issued, sold and delivered pursuant to and as provided by the Plan, and in
accordance with orders duly entered by the state regulatory commissions
requiring approval thereof, such shares of Common Stock will be legally issued,
fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Respectfully submitted,
CHAPMAN AND CUTLER
<PAGE> 1
EXHIBIT 23.02
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this S-3 registration statement of our report dated February 15,
1994 appearing in the Annual Report on Form 10-K for the year ended December 31,
1993 of United Cities Gas Company, and to all references to our Firm included in
this registration statement.
ARTHUR ANDERSEN LLP
Nashville, Tennessee
December 6, 1994
<PAGE> 1
EXHIBIT 99.01
[LOGO]
UNITED CITIES GAS COMPANY
CUSTOMER STOCK PURCHASE PLAN
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INITIAL INVESTMENT FORM
PLEASE PRINT ALL ITEMS EXCEPT SIGNATURE. Return completed form in the provided
postage-paid envelope. The Stock Purchase Date is the fifteenth of each month
or, if such day is not a trading date, the trading day immediately preceding
that day. Payment must be received by the Customer Stock Purchase Plan
Administrator, Harris Trust and Savings Bank, at least seven days before the
Stock Purchase Date. Payments which are received after the seventh day will be
held for investment on the next succeeding purchase date.
(1) REGISTRATION TYPE
Type of Account. If you are a current shareholder, please list your name(s)
exactly as it appears on your existing account. Variations of your name and
address may result in the establishment of additional accounts and possible
duplicate mailings.
- Individual or Joint - Joint accounts will be presumed to be joint tenants
with right of survivorship unless restricted by applicable state law or
otherwise indicated. Only one Social Security number is required for tax
reporting. Please provide the first and last name of all owners.
- Custodial - A minor is the beneficial owner of the account with an adult
custodian managing the account until the minor becomes of age, as
specified in the Uniform Gift/Transfer to Minors Act in the minor's state
of residence. Please provide the first and last name of the custodian, the
first and last name of the minor, the state of residence for the minor, as
well as the minor's Social Security Number.
- Trust - Account established in accordance with the provisions of a trust
agreement. Please provide the name of the trustee, the name of the
beneficiary, the trust date, and the trust Tax Identification Number.
- Corporation, Partnership, or other Entry - Please provide the business
name and Tax Identification Number.
(2) SIGNATURES
By signing this form, I request enrollment, certify that I have received and
read the prospectus describing the United Cities Gas Company Customer Stock
Purchase Plan and agree to abide by the terms and conditions of the Customer
Stock Purchase Plan. Under penalties of perjury, I also certify that: (a)
the number shown on this form is the correct Social Security number or
Taxpayer ID number, and (b) I am not subject to backup withholding, either
because (1) I have not been notified by the Internal Revenue Service (IRS)
that I am subject to backup withholding as a result of a failure to report
all interest or dividends, or (2) the IRS has notified me that I am no
longer subject to backup withholding.
-------------------------------------------------------------------------------
(Please Detach Here)
<TABLE>
<S> <C>
X X
-------------------------------------------- --------------------------------------------
Signature Date Signature Date
(Check this box / / if you have been notified by the IRS that you are
subject to backup withholding because of under reporting of interest or
dividends on your returns.)
(3) REGISTRATION
---------------------------------------------------------------------------------
(Please see section 1 above for instructions on the proper
format for the registration of the account.
Additional instructions are on the back of the form.)
-------------------------------------------------------------- Tax ID ------------
ADDRESS
-----------------------------------, ---------------------, -----------, -------------
Street Address City State Zip Code
PHONE NUMBER ( ) - ( ) - 001
----- ------ ---------- ------- ------ ------ ----------
Day Telephone ext. Evening Telephone
</TABLE>
(4) ENROLLMENT - I wish to enroll by depositing an initial cash investment.
Enclosed is a check or money order for $ ($250.00
minimum/$10,000.00 maximum) made payable to "Harris Trust and Savings Bank."
<PAGE> 2
GENERAL GUIDELINES FOR COMMON
FORMS OF STOCK REGISTRATION
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The manner in which stock may be registered is governed by various state laws.
The following are intended as general guidelines indicating some of the more
common forms of stock registration. If you have any questions regarding a
specific form of registration, we suggest that you consult with an attorney.
OWNERSHIP BY INDIVIDUAL
It is desirable for an individual to always use exactly the same form of his/her
name and address in stock transactions. Having one certificate issued in the
name of John A. Doe, and another in the name of J.A. Doe, or the use of
different addresses, can cause confusion and necessitates keeping multiple
accounts for the same individual at increased cost to the company. The given
name of an individual must be used, exclusive of titles such as "Dr.," "Mr.,"
"Rev." A woman should use her first name, not that of her husband. For example:
"JANE WHITNEY WILSON" NOT "MRS. JOHN W. WILSON"
OWNERSHIP BY TWO OR MORE INDIVIDUALS
Most states recognize the registration "As Joint Tenants with Right of
Survivorship and not as Tenants in Common." This form of registration, shown as
"JT TEN" following the names, provides for sole ownership to pass to the
surviving owner upon the death of the other. For example:
"JOHN H. WILSON & JANE W. WILSON JT TEN"
The conjunction "OR" CANNOT be used in registering stock ownership. Other forms
of multiple tenant registration, such as "Tenants in Common" may also be used
but may not provide for survivorship benefits. Should you have any questions
about the appropriateness of the registration you wish to use, we suggest you
consult with an attorney.
OWNERSHIP OF STOCK BY A MINOR
It is not common practice to register stock in an individual minor's name, since
it may require court action to sell or transfer the shares prior to the minor
attaining his/her age of majority. Custodial registration of an account, usually
by a parent or an adult family member of the minor, does not require court
action. The two forms of custodial registration most commonly used are:
<TABLE>
<S> <C>
JANE WILSON CUST JANE WILSON CUST
MARY ANN WILSON MARY ANN WILSON
UNIF GIFT MIN ACT [Name of State] UNIF TRAN MIN ACT [Name of State]
</TABLE>
PLEASE INCLUDE THE SOCIAL SECURITY NUMBER OF THE MINOR WHEN OPENING AN ACCOUNT.
FOR YOUR CONVENIENCE, WE WILL REGISTER THE CUSTODIAL ACCOUNT TO THE APPROPRIATE
STATE OF RESIDENCY PER THE ABOVE EXAMPLES.
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