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As filed with the Securities and Exchange Commission on March 8, 1995
Registration No. 33-54235
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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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UNITED CITIES GAS COMPANY
(Exact name of Registrant as specified in charter)
ILLINOIS AND VIRGINIA 36-1801540
(State or other jurisdiction of (I.R.S. Employer
incorporation or orginization) Identification No.)
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 W. MONROE STREET
CHICAGO, ILLINOIS 60603
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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. [ ]
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A total of 200,000 shares of the Common Stock, without par value, of
United Cities Gas Company (the "Company") were initially registered pursuant to
this Registration Statement.
A total of 186,264 shares of Common Stock were purchased by participants
under the Company's Customer Stock Purchase Plan (the "Plan") pursuant to this
Registration Statement. Accordingly, the remaining 13,736 shares are hereby
deregistered.
In November 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. Accordingly, on Decemeber 9, 1994, the Company filed a
Form S-3 Registration Statement (File No. 33-56799) relating to 1,070,000
shares of Common Stock to be offered pursuant to the Plan (70,000 being an
estimate of the number of shares of Common Stock remaining unsold under this
Registration Statement.) Such Form S-3 Registration Statement was declared
effective by the Commission on February 13, 1995.
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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
post-effective Amendment No. 1 to the Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Brentwood, State of Tennessee, on March 3, 1995.
UNITED CITIES GAS COMPANY
By: /s/ GENE C. KOONCE
-----------------------------
Gene C. Koonce
President
Pursuant to the requirements of the Securities Act of 1933, this
post-effective Amendment No. 1 to the Registration Statement has been signed by
the following persons in the capacities and on the date indicated.
SIGNATURE CAPACITY DATE
* Chairman of the Board
- -------------------------
Dwight C. Baum
/s/ GENE C. KOONCE President, Principal Executive
- ------------------------- Officer and Director
Gene C. Koonce
* Senior Vice President and
- ------------------------- Treasurer and Principal
James B. Ford Financial Officer
* Vice President of Finance
- -------------------------
Tom S. Hawkins, Jr.
* Controller
- -------------------------
Adrienne H. Brandon
* Director March 3, 1995
- -------------------------
Thomas J. Garland
* Director
- -------------------------
Vicent J. Lewis
- ------------------------- Director
Dennis L. Newberry, II
* Director
- -------------------------
Stirton Oman, Jr.
* Director
- -------------------------
Timothy W. Triplett
* Director
- -------------------------
George C. Woodruff, Jr.
*By: /s/ GENE C. KOONCE
- -------------------------
Gene C. Koonce
Attorney-in-Fact
