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Filed Pursuant to Rule 424(b)(2)
Registration No. 33-56983
PRICING SUPPLEMENT NO. 1
DATED: DECEMBER 12, 1995
(TO PROSPECTUS SUPPLEMENT DATED NOVEMBER 22, 1995
AND PROSPECTUS DATED NOVEMBER 22, 1995)
UNITED CITIES GAS COMPANY
MEDIUM-TERM NOTES, SERIES A
PRINCIPAL AMOUNT: INTEREST PAYMENT DATES:
$10,000,000 June 15 and December 15, commencing
June 15, 1996
ORIGINAL ISSUE DATE: ISSUE PRICE:
December 15, 1995 $10,000,000 (100%)
MATURITY DATE: AGENTS' COMMISSION:
December 15, 2025 $62,500 (0.625%)
INTEREST RATE (PER ANNUM): NET PROCEEDS TO COMPANY:
6.67% $9,937,500 (99.375%)
REDEMPTION PROVISIONS:
[X] The Offered Notes cannot be redeemed by the Company prior to
maturity.
[ ] The Offered Notes may, at the option of the Company, be
redeemed prior to maturity.
REPAYMENT BY THE COMPANY AT THE OPTION OF THE HOLDER:
A holder of the Offered Notes shall have the option to require
repayment of the Offered Notes held by it in whole or in part (as provided
below), on December 15, 2005 (the "Redemption Date"), at a price equal to
94.625% of the principal amount thereof, upon election to tender given to the
Company at the principal office of the Trustee not less than 30 nor more than
60 days prior to the Redemption Date. This option may be exercised by a holder
of Offered Notes for less than the entire principal amount held by it, provided
the principal amount which is to be repaid to such holder is equal to $1,000 or
an integral multiple of $1,000. Such election by a holder to tender Offered
Notes for repayment will be irrevocable.
Book Entry Bonds. So long as the Offered Notes are held under the
book-entry system referred to in the Prospectus Supplement under "SUPPLEMENTAL
DESCRIPTION OF OFFERED NOTES--Book-Entry Only System", DTC or its nominee, Cede
& Co., as registered holder of the Offered Notes, will be entitled to tender
the Offered Notes on December 15, 2005 for repayment and any such tenders will
be effected by means of DTC's Repayment Option Procedures. During the period
from and including October 15, 2005 to and including November 15, 2005 or, if
such November 15, 2005 is not a business day, the next succeeding business day,
DTC will receive instructions from its Participants (acting on behalf of owners
of beneficial interests in the Offered Notes) to tender the Offered Notes for
repayment under
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DTC's Repayment Option Procedures. Such tenders for repayment will be made by
DTC by means of a book-entry credit of the Notes to the account of the Trustee,
provided that DTC receives instructions from tendering Participants by no later
than Noon (Eastern Time). Promptly after the recording of any such book-entry
credit, DTC will provide the Trustee an Agent Put Daily Activity Report in
accordance with its Repayment Option Procedures, identifying the Offered Notes
and the aggregate principal amount thereof as to which such tenders for
repayment have been made. OWNERS OF BENEFICIAL INTERESTS IN NOTES WHO WISH TO
EFFECTUATE THE TENDER AND REPAYMENT OF SUCH OFFERED NOTES MUST INSTRUCT THEIR
RESPECTIVE DTC PARTICPANT OR PARTICIPANTS A REASONABLE PERIOD OF TIME IN
ADVANCE OF NOVEMBER 15, 2005.
Certificated Bonds. If at any time the use of a book-entry system through DTC
(or any successor securities depository) is discontinued with respect to the
Offered Notes, tenders for repayment of such Offered Notes on December 15, 2005
shall be made according to the following procedures. The Company must receive
at the principal office of the Trustee during the period from and including
October 15, 2005 to and including November 15, 2005 or, if such November 15,
2005 is not a business day, the next succeeding business day, (i) the Offered
Note with a duly executed demand setting forth the name of the registered
holder of the Offered Note, the principal amount of the Offered Note, the
amount of the Offered Note to be repaid, and a statement that the option to
elect repayment is being exercised thereby, or (ii) a telegram, telex,
facsimile transmission or letter from a member of a national securities
exchange or the National Association of Securities Dealers, Inc., or a
commercial bank or trust company in the United States of America, setting forth
the name of the registered holder of the Offered Note, the principal amount of
the Offered Note, the amount of the Offered Note to be repaid, a statement that
the option to elect repayment is being exercised thereby and a guarantee that
the Offered Note to be repaid with the duly executed demand described in clause
(i) will be received by the Company at the principal office of the Trustee not
later than five business days after the date of such telegram, telex, facsimile
transmission or letter and such Offered Note and form duly completed are
received by the Company at the principal office of the Trustee by such fifth
business day. Any such notice so received by the Company at the principal
office of the Trustee during the period from and including October 15, 2005 to
and including November 15, 2005 shall be irrevocable. All questions as to the
validity, eligibility (including time of receipt) and the acceptance of any
Offered Note for repayment will be determined by the Company, whose
determination will be final and binding.
TRUSTEE
The previous Trustee, Bank of America Illinois, has transferred its
trust business to First Trust of Illinois, National Association, who has
succeeded as Trustee under the Indenture and whose principal place of business
is 400 N. Michigan Avenue, 2-South, Chicago, Illinois, ATTENTION: CORPORATE
TRUST DEPT.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR BY ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PRICING SUPPLEMENT, THE ACCOMPANYING
PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
PAINEWEBBER INCORPORATED
