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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 27, 1996
REGISTRATION NO. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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)
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ILLINOIS AND VIRGINIA 36-1801540
(STATE OF OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
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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:
JONATHAN A. KOFF
CHAPMAN AND CUTLER
111 WEST 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. /X/
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. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please 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 of 1933, 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. / /
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CALCULATION OF REGISTRATION FEE
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AMOUNT PROPOSED PROPOSED AMOUNT OF
TITLE OF SECURITIES TO BE MAXIMUM OFFERING MAXIMUM AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED(1) PRICE PER SHARE(2) OFFERING PRICE(2) FEE(2)
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Common Stock, without
par value............. 1,050,214 Shares $16.75 $16,750,000 $5,776.00
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(1) Includes an aggregate of 50,214 shares previously registered (Registration
No. 33-34119) and for which a registration fee has already been paid.
(2) Pursuant to Rule 457(c), 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 $16.75, 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 February 22, 1996.
Filed pursuant to Rule 429, relates to Registration No. 33-34119.
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PROSPECTUS
[UNITED CITIES GAS COMPANY LOGO]
5300 MARYLAND WAY
BRENTWOOD, TENNESSEE 37027
(615) 373-5310
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
COMMON STOCK
WITHOUT PAR VALUE
---------------------
United Cities Gas Company hereby offers to the holders of its Common Stock
or any class of its Preferred Stock the opportunity to purchase shares of its
Common Stock under its Dividend Reinvestment and Stock Purchase Plan (the
"Plan") by having their cash dividends automatically reinvested and, at their
option, by making additional cash payments. No brokerage commissions, fees or
service charges will be charged to participants for purchases made under the
Plan. The shares purchased under the Plan are expected to be newly issued
shares. To date, a total of 2,000,000 shares has been authorized for issuance
pursuant to the Plan.
The price of each share purchased under the Plan with cash dividends will
be 95% of the average closing prices (last) of the Common Stock for the period
of five trading days ending on the Investment Date as reported in the NASDAQ
Over-the-Counter National Market Issues report of The Wall Street Journal or on
the preceding day on which trading in the Common Stock occurs, if no trading
occurs on the Investment Date. The purchase price of shares bought with optional
cash payments will be 100% of such average price.
The Plan is set forth in full herein under "The Plan" and reference is made
thereto for further information. It is suggested that this Prospectus be
retained for future reference.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES
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 FEBRUARY 27, 1996
<PAGE> 3
AVAILABLE INFORMATION
United Cities Gas Company (the "Company") is subject to the informational
requirements of the Securities Exchange Act of 1934, as amended, and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Certain information,
as of particular dates concerning its directors and officers, their
remuneration, the principal holders of securities of the Company and any
material interest of such persons in transactions with the Company has been
disclosed in proxy statements distributed to shareholders of the Company and
filed with the Commission. Such reports, proxy statements and other information
can be inspected and copied, at prescribed rates, at the public reference
facilities maintained by the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549 and at the regional offices of the Commission at the following
locations: 500 West Madison Street, 14th Floor, Chicago, Illinois 60606 and 75
Park Place, New York, New York 10007. Copies of such material can be obtained
from the Public Reference Section of the Commission, 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates.
---------------------
No person has been authorized to give any information or to make any
representation not contained in this Prospectus and, if given or made, such
information or representation must not be relied upon as having been authorized.
This Prospectus does not constitute an offer of any securities other than the
registered securities to which it relates, or an offer to any person in any
jurisdiction where such offer would be unlawful. The delivery of this Prospectus
at any time does not imply that the information herein is correct as of any time
subsequent to its date.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed with the Commission are hereby
incorporated in this Prospectus by reference:
1. The Company's Annual Report on Form 10-K for the year ended
December 31, 1994.
2. The Company's Quarterly Report on Form 10-Q for the quarterly
periods ended March 31, 1995, June 30, 1995 and September 30, 1995.
3. The Company's Current Report on Form 8-K dated February 16, 1996.
4. 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, 14 or 15(d) of
the Act after the date of this Prospectus and prior to the termination of the
offering of the additional Common Stock shall be deemed to be incorporated in
this Prospectus by reference and to be a part hereof from the date of filing of
such documents.
The Company hereby undertakes to provide without charge to each person to
whom a copy of this Prospectus has been delivered, on the written request of any
such person, a copy of any or all of the documents referred to above which have
been or may be incorporated in this Prospectus by reference, other than exhibits
to such documents. Written requests for such copies should be directed to Mr.
James B. Ford, Senior Vice President and Treasurer, United Cities Gas Company,
5300 Maryland Way, Brentwood, Tennessee 37027 (Telephone number (615) 373-5310).
2
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TABLE OF CONTENTS
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PAGE
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DIVIDEND The Plan........................................................ 4
REINVESTMENT Participation................................................... 4
AND STOCK Administration.................................................. 5
PURCHASE PLAN Costs........................................................... 5
Purchases....................................................... 5
Optional Cash Payments.......................................... 6
Reports to Participants......................................... 7
Dividends....................................................... 7
Withdrawal of Shares in Plan Accounts........................... 7
Termination of Participation.................................... 7
Other Information............................................... 8
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THE COMPANY The Company..................................................... 9
Legal Opinion................................................... 10
Experts......................................................... 10
Indemnification of Directors and Officers....................... 10
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THE PLAN
The United Cities Gas Company Dividend Reinvestment and Stock Purchase Plan
was approved by the Board of Directors of the Company in 1981. The Board of
Directors reserved 30,000 shares for issuance pursuant to the Plan. In 1983, the
Board of Directors reserved an additional 70,000 shares for issuance pursuant to
the Plan. In 1985, the Board of Directors reserved an additional 50,000 shares
for issuance pursuant to the Plan. In 1987, the Board of Directors reserved an
additional 100,000 shares for issuance pursuant to the Plan. In 1989, the Board
of Directors reserved an additional 250,000 shares for issuance pursuant to the
Plan. In 1992, the Board of Directors reserved an additional 500,000 shares for
issuance pursuant to the Plan. In 1996, the Board of Directors reserved an
additional 1,000,000 shares for issuance pursuant to the Plan. The Plan consists
of the following questions and answers:
1. WHAT IS THE PLAN?
The Plan provides that holders of the Company's Common Stock and any class
of its Preferred Stock can reinvest all or a part of their cash dividends
automatically in shares of Common Stock and may also make additional cash
payments for the same purpose. The Company will use proceeds to reduce short
term debt and fund current construction of utility plant. The following
questions and answers explain how a stockholder may have cash dividends
reinvested and how additional shares may also be purchased for cash.
2. WHAT IS THE PURPOSE OF THE PLAN AND WHAT ARE ITS ADVANTAGES?
The Plan offers a convenient and economical way for holders of Common Stock
to increase their ownership of shares of the Company's Common Stock and for
holders of any class of the Company's Preferred Stock to invest in the Company's
Common Stock. A 5% discount from market value (determined as provided in the
answer to Question 9) is allowed on shares purchased with reinvested dividends.
Participants in the Plan pay no brokerage commissions or service charges for
purchases made under the Plan. Full investment of funds is possible under the
Plan because the Plan permits fractions of shares, as well as full shares, to be
credited to a Participant's account. Participants will be credited with
dividends on full and fractions of shares held under the Plan.
PARTICIPATION
3. WHO IS ELIGIBLE TO PARTICIPATE?
All holders of record of shares of Common Stock or Preferred Stock are
eligible to participate in the Plan. In order to participate, beneficial owners
of shares of stock whose shares are registered in names other than their own
(e.g., broker or bank nominee) must become holders of record by having shares
transferred into their own names.
4. HOW DOES AN ELIGIBLE STOCKHOLDER BECOME A PARTICIPANT?
An eligible stockholder may become a Participant in the Plan by signing an
Authorization Card and returning it to the First Union National Bank of North
Carolina, Shareholder Services Group, Dividend Reinvestment Unit, 230 South
Tryon Street, 11th floor, Charlotte, North Carolina 28288-1153. An Authorization
Card and postage-paid envelope are enclosed with this Prospectus. Additional
forms may be obtained at any time by written request to the Dividend
Reinvestment Unit, First Union National Bank of North Carolina or to the
Investor Relations/Corporate Communications Department, United Cities Gas
Company.
5. WHO IS THE STOCK TRANSFER AGENT?
First Union National Bank of North Carolina is the Stock Transfer Agent and
Registrar. All physical changes in registration of shares owned or shares
transferred between parties are made by First Union
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National Bank of North Carolina, Shareholder Services Group, Dividend
Reinvestment Unit, 230 South Tryon Street, 11th floor, Charlotte, North Carolina
28288-1153.
6. WHEN MAY A STOCKHOLDER JOIN THE PLAN?
An eligible stockholder may join the Plan at any time. If an Authorization
Card is received by the Company on or before the record date established for
payment of a particular dividend, reinvestment of dividends under the Plan will
commence with that dividend. If an Authorization Card is received after the
record date established for a particular dividend, the reinvestment of dividends
under the Plan will begin with the next succeeding dividend. For example, in
order to have the dividend expected to be paid on March 15, 1996 reinvested
under the Plan, an Authorization Card must be received by the Company, on or
before February 29, 1996 the expected record date for the dividend. (See
Question 14 below for information concerning the investment of optional cash
payments.)
Quarterly dividend payment dates ordinarily occur on the fifteenth day of
March, June, September and December. Dividend record dates for determining
stockholders who will receive dividends are usually set during the last week of
the preceding month.
ADMINISTRATION
7. WHO ADMINISTERS THE PLAN FOR PARTICIPANTS?
First Union National Bank of North Carolina administers the Plan for
Participants, maintains records, sends statements of account to Participants and
performs other duties relating to the Plan (First Union National Bank of North
Carolina is sometimes referred to herein as the "Plan Administrator"), telephone
number: 800-829-8432.
COSTS
8. ARE THERE ANY EXPENSES TO PARTICIPANTS IN CONNECTION WITH PURCHASES MADE
UNDER THE PLAN?
All costs of administration of the Plan will be paid by the Company.
Participants will incur no brokerage commissions or service charges for
purchases made under the Plan.
PURCHASES
9. AT WHAT PRICE WILL SHARES OF COMMON STOCK BE PURCHASED?
The price of shares of Common Stock purchased with reinvested dividends (on
Common, Preferred and Preference Stock) will be 95% of the average closing
prices (last) of the Common Stock for the period of five trading days ending on
the dividend payment date or, if there is not trading on that date, the period
of five trading days immediately preceding the dividend payment date, as
published in the NASDAQ Over-the-Counter National Market Issues report of The
Wall Street Journal.
The price of shares of Common Stock purchased with optional cash payments
will be 100% of the average closing prices (last) of the Common Stock for the
period of five trading days ending on the fifteenth day of the month on which
invested or, if there is no trading on that day, the period of five trading days
immediately preceding the fifteenth day of that month as published in the NASDAQ
Over-the-Counter National Market Issues report of The Wall Street Journal.
10. WHEN WILL SHARES OF COMMON STOCK BE PURCHASED UNDER THE PLAN?
Cash dividends on Common and Preferred Stock will be applied to the
purchase of additional Common Stock on dividend payment dates (currently the
fifteenth day of March, June, September and December). Optional cash payments
will be applied to the purchase of additional Common Stock on the fifteenth day
of
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each month. The date on which cash dividends or optional cash payments are
applied to the purchase of additional Common Stock is sometimes referred to
herein as the "Investment Date".
11. HOW MANY SHARES OF COMMON STOCK WILL BE PURCHASED FOR PARTICIPANTS?
Each Participant's account will be credited with that number of shares,
including fractions computed to four decimal places, equal to the amount to be
invested divided by the applicable purchase price. The number of shares
purchased cannot be determined until the Investment Date since the purchase
price is not determinable before that day.
12. CAN A PARTICIPANT CHANGE THE METHOD OF PARTICIPATION?
Yes. A Participant may change the method of participation, i.e., dividends
fully reinvested, dividends partially reinvested or optional cash payments at
any time and from time to time by signing a new Authorization Card and returning
it to the Plan Administrator. Any change with respect to reinvestment of
dividends must be received by the Plan Administrator on or before the record
date for the dividend as to which it is to be effective.
13. WILL CERTIFICATES BE ISSUED FOR SHARES OF COMMON STOCK PURCHASED UNDER THE
PLAN?
Unless requested by a Participant, certificates for shares of Common Stock
purchased under the Plan on behalf of a Participant will not be issued in a
Participant's name. Certificates for any number of whole shares credited to a
Participant's account under the Plan will be issued in the Participant's name
without charge upon receipt by the Transfer Agent of a written request therefor
from the Participant provided that any request for issuance of certificates
received by the Plan Administrator between a dividend record date and payment
date will not be effective until after the dividend is reinvested under the
Plan. Certificates representing fractional share interests will not be issued
under any circumstances. (See Question 21 below concerning payments for
fractional share interests.)
OPTIONAL CASH PAYMENTS
14. HOW WILL OPTIONAL CASH PAYMENTS BE MADE?
Optional cash payments may be made by enclosing a check or money order
payable to First Union National Bank of North Carolina with an Authorization
Card. Checks or money orders should be mailed to the following address:
First Union National Bank of North Carolina
Shareholder Services Group
Dividend Reinvestment Unit
230 South Tryon Street, 11th floor
Charlotte, North Carolina 28288-1153
While optional cash payments may be made at any time, they must be received
by the Plan Administrator at least seven days before the Investment Date in
order to be invested on the Investment Date. Optional cash payments which are
received by the Plan Administrator after the seventh day before the Investment
Date will be held by the Plan Administrator and will be invested on the next
succeeding Investment Date. No interest will be paid on any optional cash
payment which is received by the Plan Administrator for investment in the Plan.
A Participant may obtain the return of any optional cash payment at any time
upon written request received by the Plan Administrator up to seven days before
the Investment Date on which it is to be invested under the Plan.
15. WHAT ARE THE LIMITATIONS ON MAKING OPTIONAL CASH PAYMENTS?
The option to make cash payments is available to a Participant at any time.
The same amount of money need not be sent each month or quarter and a
Participant is under no obligation to make an optional cash
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payment in any month or quarter. Any optional cash payments, however, must not
be less than $25.00 per payment nor may such payments by any Participant
aggregate more than $10,000.00 in any calendar quarter.
REPORTS TO PARTICIPANTS
16. WHAT KIND OF REPORTS WILL BE SENT TO PARTICIPANTS IN THE PLAN?
As soon as practicable after each purchase made under the Plan on behalf of
a Participant, such Participant will receive a statement of her or his account,
which will include information regarding the number of shares purchased,
purchase price of shares purchased and other information regarding the status of
the Participant's account as of the date of such statement.
DIVIDENDS
17. WILL DIVIDENDS BE PAID ON SHARES HELD IN A PARTICIPANT'S ACCOUNT UNDER THE
PLAN?
Yes. Dividends will be paid on full shares and fractional shares of Common
Stock held in such accounts on the record dates for such dividends. Such
dividends will automatically be reinvested in additional shares of Common Stock.
WITHDRAWAL OF SHARES IN PLAN ACCOUNTS
18. HOW MAY A PARTICIPANT WITHDRAW SHARES PURCHASED UNDER THE PLAN?
A Participant may withdraw all or any portion of the full shares of Common
Stock held in the Participant's account under the Plan by notifying the Plan
Administrator in writing to that effect. A certificate for the number of full
shares so withdrawn will be issued in the name of and mailed to the Participant
by the Company's Transfer Agent and Registrar. In no case will certificates for
fractional shares be issued. (See Question 21 below concerning payments for
fractional share interests.) Any notice of withdrawal received by the Plan
Administrator after the record date for a particular dividend will not be
effective until the dividend is reinvested under the Plan.
19. CAN A PARTICIPANT SELL SHARES IN THE PLAN?
Instead of withdrawing shares held in the Plan, a Participant may sell all
or any portion of such shares held in the Participant's account by notifying the
Plan Administrator in writing. Within ten days after receipt of written notice,
the Plan Administrator will sell the requested number of shares held in the Plan
through First Union Brokerage Services. Any shares held in certificate form must
first be transferred into the Plan before such shares can be sold under this
provision of the Plan. First Union Brokerage Services has agreed to process all
sales of shares pursuant to the Plan on a nonprofit basis and will charge fees
only to the extent necessary to cover its cost in effecting the sale. In
addition, no minimum fee will be applied to any sale transaction.
Alternatively, a Participant may withdraw all or any portion of the full
shares of Common Stock held in the Participant's account under the Plan, in the
manner described in answer to Question 18 above, and sell such shares through
any broker that the Participant may choose.
TERMINATION OF PARTICIPATION
20. HOW MAY PARTICIPATION IN THE PLAN BE TERMINATED?
A Participant may terminate participation in the Plan at any time by
notifying the Plan Administrator in writing to that effect; provided that any
notice of termination received by the Plan Administrator between a dividend
record date and payment date will not be effective until after such dividend is
reinvested under the
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Plan. Any such termination should be sent to the Plan Administrator. (See
Question 14 above for the Company's Dividend Reinvestment Service mailing
address.) The Company may also terminate a Participant's participation in the
Plan by giving written notice to that effect to such Participant at any time;
provided that if such notice is given between a dividend record date and payment
date, such termination shall not be effective until after such dividend is
reinvested under the Plan.
If a Participant no longer has any shares of Common Stock or Preferred
Stock registered in his name on the stockholder records of the Company and no
full shares are held in his account under the Plan, such Participant's
participation in the Plan will automatically be terminated.
21. WHAT HAPPENS TO THE FULL SHARES AND ANY FRACTIONAL SHARE INTEREST IN A
PARTICIPANT'S ACCOUNT WHEN A PARTICIPANT'S PARTICIPATION IN THE PLAN IS
TERMINATED?
Upon termination of a Participant's participation in the Plan, a
certificate for the number of full shares in the Participant's account on the
effective date of such termination will be issued in the name of and mailed to
the Participant by the Company's Transfer Agent and Registrar.
In lieu of issuing a certificate for any fractional share interest
remaining in a terminated Participant's account, any fractional share interest
will be liquidated and a check for the net proceeds resulting from such
liquidation will be mailed to the Participant by the Company's Transfer Agent
and Registrar.
OTHER INFORMATION
22. CAN SHARES HELD IN CERTIFICATE FORM BE DEPOSITED INTO THE PLAN?
At the time of enrollment in the Plan, or at any later time, Participants
may use the Plan's "safekeeping" service to deposit any Common Stock
certificates in their possession with the Plan Administrator. Shares deposited
will be transferred and credited to the Participant's account under the Plan.
Thereafter, such shares will be treated in the same manner as shares purchased
through the Plan.
By using the Plan's safekeeping service, Participants avoid the risk
associated with loss, theft or destruction of stock certificates. Also, because
shares deposited with the Plan Administrator are treated in the same manner as
shares purchased through the Plan, such shares may be transferred or sold
through the Plan in a convenient and efficient manner as described in answer to
Question 19.
23. WHAT HAPPENS TO A PARTICIPANT'S PLAN ACCOUNT IF ALL SHARES REGISTERED IN THE
PARTICIPANT'S NAME ARE TRANSFERRED OR SOLD?
If a Participant disposes of all shares of Common and/or Preferred Stock,
as the case may be, registered in the Participant's name on the stockholders
records of the Company without terminating participation in the Plan, the Plan
Administrator will continue to reinvest dividends payable on the shares of
Common Stock held in the Participant's Plan account until such time as the
Participant's participation in the Plan is terminated.
24. WHAT HAPPENS IF THE COMPANY HAS A COMMON STOCK RIGHTS OFFERING, ISSUES A
STOCK DIVIDEND OR DECLARES A STOCK SPLIT?
Any Common Stock dividend or split issued by the Company will be credited
to the accounts of Participants based on the number of shares (including
fractional share interests) held in such accounts on the record date for such
dividend or split. In the event the Company makes available to holders of Common
Stock, rights or warrants to purchase additional shares of Common Stock or other
securities, such rights or warrants will be made available to Participants based
on the number of shares (including fractional share interests to the extent
applicable) held in their accounts on the record date established for
determining the holders of Common Stock entitled to such rights or warrants.
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25. HOW WILL A PARTICIPANT'S PLAN SHARES BE VOTED AT A MEETING OF STOCKHOLDERS?
Each Participant will be given the opportunity to vote those shares held in
the Plan for the account of the Participant as well as the shares held of
record.
26. WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF PARTICIPATION IN THE PLAN?
General. The Internal Revenue Service has ruled on plans similar to the
Company Plan, which provided for purchases of stock at a discount, that a
Participant in the Plan will be treated for Federal income tax purposes as
having received, on the dividend payment date, a dividend in an amount equal to
the fair market value of shares acquired with reinvested dividends.
This fair market value ordinarily will be based on 100% of the closing
price (last) for the shares on the dividend payment date and not on the
discounted price at which such shares may be credited to a Participant's account
under the Plan. (See Question 9.)
In the case of foreign stockholders whose taxable income under the Plan is
subject to Federal income tax withholding, the Company will make reinvestments
net of the amount of tax required to be withheld.
The tax basis of shares acquired through reinvested dividends is the same
fair market value of the stock on the cash dividend payment date rather than the
discounted amount paid for the shares. The tax basis of shares acquired through
optional cash payments, on which no discount is allowed, is the fair market
value of the stock on the Investment Date. The holding period for shares
acquired under the Plan begins the day after the applicable purchase date.
A Participant will not realize any taxable income upon receipt of
certificates for shares of Common Stock credited to the Participant's account
under the Plan, either upon the Participant's request for such certificates or
upon withdrawal from or termination of the Plan. (See Questions 13, 18 and 21
concerning receipt of certificates for shares of Common Stock.) However, a
Participant who receives the proceeds of a sale of any whole share of Common
Stock sold for the Participant upon the Participant's withdrawal from the Plan,
or who receives a cash payment for a fractional share of Common Stock credited
to the Participant's account upon withdrawal from or termination of the Plan,
will realize gain or loss measured by the difference between the amount of the
cash received and the price at which the whole or fractional share of Common
Stock was credited to the Participant's account. Such gain or loss will be
capital in character if the whole or fractional share was a capital asset in the
hands of the Participant.
27. WHAT IS THE RESPONSIBILITY OF THE COMPANY UNDER THE PLAN?
The Company will not be liable for any act done in good faith or for any
good faith omission to act, including, without limitation, any claim of
liability arising out of failure to terminate a Participant's account upon such
Participant's death, nor shall it have any duties, responsibilities or
liabilities except such as are expressly set forth in the Plan. [However, the
Company is not relieved of liability under any applicable provisions of the
Federal securities laws or other applicable statutes.]
Participants should recognize that the Company cannot provide any assurance
of profit or protection against loss on any shares purchased under the Plan.
28. MAY THE PLAN BE CHANGED OR DISCONTINUED?
The Company reserves the right to modify, suspend or terminate the Plan at
any time. Participants will be notified of any such modification, suspension or
termination.
THE COMPANY
The Company is incorporated under the laws of the State of Illinois and
domesticated under the laws of the Commonwealth of Virginia. The Company's
principal office is located at 5300 Maryland Way, Brentwood, Tennessee 37027.
Its telephone number is (615) 373-5310. Unless the context indicates otherwise,
"Com-
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pany" 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 in parts
of ten states. 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 is based in Tennessee but
additionally serves customers located in 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.
LEGAL OPINION
The validity of the Common Stock offered hereby will be passed upon for the
Company by Mark G. Thessin, Esq., Vice President -- Regulatory Affairs of the
Company.
EXPERTS
The consolidated financial statements and schedules incorporated by
reference in this registration statement to the extent and for the periods
indicated in their reports have been audited by Arthur Andersen LLP, independent
public accountants, as indicated in their reports with respect thereto, and are
included herein in reliance upon the authority of said firm as experts in giving
said reports.
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
judgements, 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 judgement 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 and officers of or person(s) controlling
the Company pursuant to the foregoing provisions, the Company has been informed
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.
10
<PAGE> 12
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTIONS
<TABLE>
<S> <C>
SEC Registration Fee..................................................... $ 5,776.00
Printing Expenses........................................................ 2,500.00
Accounting Fees and Expenses............................................. 1,500.00
Legal Fees and Expenses.................................................. 12,000.00
Transfer Agent and Registrar Fee......................................... 60,000.00
Miscellaneous Expenses................................................... 224.00
----------
Total.......................................................... $82,000.00
=========
</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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Securities and Exchange Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no more than
a 20% change in the
II-1
<PAGE> 13
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective 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;
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> 14
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 February 23, 1996.
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 and Director
- --------------------------------------------- (Chief Executive Officer)
Gene C. Koonce
/s/ JAMES B. FORD Senior Vice President and
- --------------------------------------------- Treasurer (Principal
James B. Ford Financial Officer)
/s/ ADRIENNE H. BRANDON Vice President and February 23, 1996
- --------------------------------------------- Controller (Principal
Adrienne H. Brandon Accounting Officer)
/s/ JERRY H. BALLENGEE Director
- ---------------------------------------------
Jerry H. Ballengee
/s/ THOMAS J. GARLAND Director
- ---------------------------------------------
Thomas J. Garland
/s/ VINCENT J. LEWIS Director
- ---------------------------------------------
Vincent J. Lewis
</TABLE>
II-3
<PAGE> 15
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
- --------------------------------------------- ---------------------------- ------------------
<S> <C> <C>
/s/ DENNIS L. NEWBERRY, II Director
- ---------------------------------------------
Dennis L. Newberry, II
/s/ STIRTON OMAN, JR. Director February 23, 1996
- ---------------------------------------------
Stirton Oman, Jr.
/s/ TIMOTHY W. TRIPLETT Director
- ---------------------------------------------
Timothy W. Triplett
/s/ GEORGE C. WOODRUFF, JR. Director
- ---------------------------------------------
George C. Woodruff, Jr.
/s/ DALE A. KEASLING Director
- ---------------------------------------------
Dale A. Keasling
</TABLE>
II-4
<PAGE> 16
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
First Trust of Illinois, National Association and M.J. Kruger, as
Trustees, as amended and supplemented through December 1, 1992 (the
Indenture of Mortgage through the Twentieth Supplemental Indenture
was filed with the Company's Registration Statement on Form S-3 (File
No. 33-56983) and is incorporated herein by reference).
4.02 Form of Indenture between the Company and Bank of America Illinois,
as trustee (the Form of Indenture was filed with the Company's
Registration Statement on Form S-3 (File No. 33-56983) and is
incorporated herein by reference).
5.01 Opinion of Mark G. Thessin, Esq.
23.01 Consent of Mark G. Thessin, Esq. (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).
</TABLE>
II-5
<PAGE> 1
EXHIBIT 5.01
February 23, 1996
Board of Directors
United Cities Gas Company
5300 Maryland Way
Nashville, Tennessee 37023
Ladies/Gentlemen:
I have acted as counsel for United Cities Gas Company (the "Company") in
connection with the proposed offering to eligible participants under the
Company's Dividend Reinvestment and Stock Purchase Plan of an aggregate of
1,000,000 shares of the authorized and unissued Common Stock, without par value
(the "Shares"), of the Company.
I have examined such corporate records and other documents and matters of
law as I have deemed necessary in order to enable me to express the opinion
hereinafter set forth.
Based upon the foregoing, I am of the opinion that the Shares, when issued
and sold pursuant to, and for the consideration expressed in the said Dividend
Reinvestment and Stock Purchase Plan, and in accordance with orders duly entered
by the state regulatory commissions which cover such issuances, will constitute
legally issued, fully paid and non-assessable shares of Common Stock, without
par value, of the Company.
I hereby consent to the use of this opinion as an Exhibit 5.01 to the
Registration Statement on Form S-3 filed with the Securities and Exchange
Commission with respect to the Shares and to the use of my name and the
reference to myself in said Registration Statement and in the related
Prospectus.
Respectfully yours,
By: /s/ MARK G. THESSIN
------------------------------------
Mark G. Thessin, Esq.
Vice President -- Regulatory Affairs
United Cities Gas Company
<PAGE> 1
EXHIBIT 23.02
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this Registration Statement on Form S-3 of our report dated
February 16, 1995 appearing in the Annual Report on Form 10-K for the year ended
December 31, 1994 of United Cities Gas Company, and to all references to our
Firm included in this registration statement.
ARTHUR ANDERSEN LLP
Nashville, Tennessee
February 23, 1996
