As filed with the Securities and Exchange Commission on October 3, 1997
Registration No.: 33-
_______________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________
CHESAPEAKE UTILITIES CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE 51-0064146
------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
909 SILVER LAKE BOULEVARD
DOVER, DELAWARE 19904
(302) 734-6799
- -----------------------------------------------------------------
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
MICHAEL P. MCMASTERS
VICE PRESIDENT, TREASURER AND
CHIEF FINANCIAL OFFICER
CHESAPEAKE UTILITIES CORPORATION
909 SILVER LAKE BOULEVARD
DOVER, DELAWARE, 19904
(302) 734-6799
--------------------------------------------------
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
____________________
Approximate date of commencement of proposed sale to the public: Sales are
expected to take place from time to time after this Registration Statement
becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, 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, 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. [ ]
<PAGE>
CALCULATION OF REGISTRATION FEE
==============================================================================
Title of each Proposed Proposed
class of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per share price fee
------------- ---------- --------- --------- ------------
Common Stock, 639,000 $18.5938 (1) $11,881,438 (1) $3,570.17
par value
$.4867
per share
==============================================================================
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 45(c) based on the average of the high and low prices as
reported by the New York Stock Exchange for October 1, 1997.
- ------------------------------------------------------------------------------
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 this Registration Statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said section 8(a), may determine.
- ------------------------------------------------------------------------------
<PAGE>
PROSPECTUS
CHESAPEAKE UTILITIES CORPORATION
639,000 SHARES OF COMMON STOCK
(PAR VALUE $.4867 PER SHARE)
This Prospectus relates to 639,000 presently outstanding shares (the
"Shares") of Common Stock, par value $.4867 per share (the "Common Stock"), of
Chesapeake Utilities Corporation, a Delaware corporation (the "Corporation" or
"Registrant"), which may be offered from time to time by certain shareholders
of the Corporation (the "Selling Shareholders") as stated herein under the
heading "Selling Shareholders".
The distribution of the Shares by the Selling Shareholders may be
effected in one or more transactions through one or more of the securities
exchanges, through third party markets, in negotiated transactions or
otherwise, at market prices prevailing at the time of sale, at prices related
to such prevailing market prices or at negotiated prices. The Corporation
will not receive any of the proceeds from the sale of the Shares.
The Common Stock of Chesapeake Utilities Corporation is listed on the New
York Stock Exchange ("NYSE") under the symbol "CPK". On October 1, 1997, the
last trade on the NYSE for shares of the Corporation's Common Stock was
consummated at a price of $18.6250.
No dealer, salesman or other person is authorized to give any information
or to make any representation in connection with the shares of Common Stock
offered by this Prospectus other than those contained or incorporated by
reference herein and, if given or made, any such information or representation
must not be relied upon as having been authorized by Chesapeake Utilities
Corporation or the Selling Shareholders. This Prospectus does not constitute
an offer to sell or a solicitation of an offer to buy any securities other
than those to which it relates, or an offer to sell or a solicitation of an
offer to buy securities by or to any person in any jurisdiction in which it
would be unlawful to make such offer or solicitation. Neither the delivery of
this Prospectus nor any sale made hereunder shall, under any circumstances,
create any implication that there has been no change in the affairs of
Chesapeake Utilities Corporation since the date hereof.
------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND
EXCHANGE 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 October ___, 1997.
<PAGE>
AVAILABLE INFORMATION
- ---------------------
Chesapeake Utilities Corporation is subject to the informational
requirements of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") and, in accordance therewith, files reports and other information with
the Securities and Exchange Commission (the "Commission"). Such reports,
proxy statements and other information concerning the Corporation may be
inspected and copied at the Commission's office at Room 1024, Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. and the Commission's Regional Offices
in New York (13th Floor, Suite 1300, Seven World Trade Center, New York, New
York) and Chicago (14th Floor, Suite 1400, 500 West Madison Street, Chicago,
Illinois). Copies of this material also may be obtained from the Public
Reference Section of the Commission at the Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549 at prescribed rates. The Commission also
maintains a web site (http://www.sec.gov) that contains reports, proxy
materials and other information concerning the Corporation. Common Stock of
the Corporation is listed on the New York Stock Exchange and reports, proxy
material and other information concerning the Corporation also may be
inspected at the offices of the NYSE, Room 401, 20 Broad Street, New York, New
York 10005.
The Corporation has filed a registration statement (the "Registration
Statement") with the Commission under the Securities Act of 1933 relating to
the shares of Common Stock offered for sale hereby. This Prospectus has been
filed as a part of the Registration Statement and does not contain all
information set forth in the Registration Statement and the exhibits thereto,
and reference is hereby made to such Registration Statement and exhibits for
further information relating to the Corporation and the Shares. The
Registration Statement and the exhibits thereto may be inspected and copied,
and copies may be obtained at prescribed rates, in the manner set forth above.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
- -----------------------------------------------
The following documents, heretofore filed by the Corporation with the
Commission pursuant to the Exchange Act, are incorporated by reference in this
Prospectus and shall be deemed to be a part hereof:
(a) The Corporation's Annual Report on Form 10-K for the year ended
December 31, 1996;
(b) The Corporation's Quarterly Reports on Form 10-Q for the quarters
ended June 30, 1997 and March 31, 1997;
(c) The Corporation's Interim Reports on Form 8-K dated March 21, 1997
and January 13, 1997; and
(d) The description of Common Stock contained in the Corporation's
Registration Statement on Form 8-A filed pursuant to Section 12(g)
of the Exchange Act, including any amendment or reports filed for
the purpose of updating such description, and further described in
the section "Description of Common Stock".
All reports and other documents filed pursuant to Sections 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 the offering of the Common Stock offered hereby
shall be deemed to be incorporated by reference into this Prospectus and to be
made a part hereof from their respective dates of filing . Any statement
contained in an incorporated document shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed incorporated document or
in any accompanying supplement to this Prospectus modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
Any person to whom a copy of this Prospectus is delivered may obtain
without charge, upon the written or oral request of such person, a copy of any
of the documents incorporated by reference herein, except for the exhibits to
such documents. Requests for copies of such documents should be directed to
Office of the Secretary, Chesapeake Utilities Corporation, 909 Silver Lake
Boulevard, Dover, Delaware 19904, Telephone (302) 734-6799.
THE CORPORATION
- ---------------
Chesapeake Utilities Corporation, a Delaware corporation, is a
diversified utility company engaged in natural gas distribution and
transmission, propane distribution and advanced information services.
The Corporation's three natural gas divisions serve residential,
commercial and industrial customers in southern Delaware, Maryland's Eastern
Shore and Central Florida. The natural gas transmission subsidiary operates
an interstate pipeline that transports gas from various points in Pennsylvania
and northern Delaware to the Corporation's Delaware and Maryland distribution
divisions, as well as to other utilities and industrial customers in Delaware
and Maryland's Eastern Shore. The Corporation's propane segment distributes
propane to customers in southern Delaware and the Eastern Shore of Maryland
and Virginia. The advanced information services segment provides consulting,
programming and training services to a variety of clients.
The principal executive offices of the Corporation are located at 909
Silver Lake Boulevard, Dover, Delaware 19904, (telephone number 302-734-6799).
SELLING SHAREHOLDERS
- --------------------
The Selling Shareholders are listed in the table below. The table sets
forth information as of October 1, 1997.
TOTAL SHARES SHARES THAT SHARES THAT MAY BE
NAME PRESENTLY OWNED MAY BE SOLD OWNED AFTER OFFERING
---- --------------- ----------- --------------------
William P. Schneider 319,500 319,500 -----
James R. Schneider 319,500 319,500 -----
The Shares were acquired by the Selling Shareholders on March 6, 1997 as
a result of the merger of Tri-County Gas Company, Inc. ("Tri-County") and CPK
Sub-A, Inc., a wholly-owned subsidiary of the Corporation, pursuant to an
agreement and plan of merger, and the purchase of certain real properties and
assets from BJ Limited Partnership, an affiliated company of Tri-County, by
Eastern Shore Real Estate, Inc. ("ESR"), also a wholly-owned subsidiary of the
Corporation, pursuant to an asset purchase agreement. The Selling
Shareholders were principals and sole shareholders of Tri-County, as well as
sole partners of BJ Limited Partnership.
Both Selling Shareholders are employed by the propane distribution
subsidiaries of the Corporation, Sharp Energy, Inc. ("Sharp Energy") and
Tri-County. William P. Schneider is employed as President of Sharp Energy and
Tri-County, while James R. Schneider is employed as Vice President and
Director of Operations of the two subsidiaries, Sharp Energy and Tri-County.
Both Selling Shareholders are employed by Tri-County pursuant to five-year
employment contracts. As of the commencement date of this offering, each
Selling Shareholder holds approximately 7% of the issued and outstanding
Common Stock of the Corporation.
PLAN OF DISTRIBUTION
- --------------------
The distribution of the Shares by the Selling Shareholders may be
effected from time to time in one or more transactions through one or more of
the securities exchanges, third party markets, in negotiated transactions or
otherwise, at market prices prevailing at the time of the sale, at prices
related to such prevailing market prices or at negotiated prices. Each of the
Selling Shareholders, however, has agreed that in any calendar quarter, he
will not offer to sell, or otherwise dispose of any amount of the Shares in
excess of one percent (1%) of the total outstanding common stock of the
Corporation then issued and outstanding.
The Shares will be sold by the Selling Shareholders for their own
accounts. The Corporation will not receive any of the proceeds from the sale
of the Shares.
The Corporation has agreed with the Selling Shareholders to maintain the
effectiveness of the Registration Statement (of which this Prospectus is a
part) for three (3) years from March 6, 1997, or such shorter time as may be
required by Rule 144(k) under the Securities Act of 1933, as amended, or any
successor provision.
The Selling Shareholders have indicated that they wish to be in a
position to sell the number of Shares indicated above. The number of shares
that may actually be sold by the Selling Shareholders will be determined from
time to time by each Selling Shareholder, and will depend on a number of
facts, including the price of the Corporation's Common Stock and the Selling
Shareholders' respective personal financial circumstances from time to time.
DESCRIPTION OF COMMON STOCK
- ---------------------------
The Corporation's authorized capital stock consists of 12,000,000 shares
of Common Stock, par value $.4867 per share, and 2,000,000 shares of preferred
stock, par value $0.01 per share, further described below.
The holders of shares of Common Stock are entitled to one vote for each
share held of record on all matters submitted to a vote of stockholders and
are entitled to receive dividends when and as declared by the Board of
Directors out of funds legally available therefore for distribution to the
holders of Common Stock and to share ratably in the assets legally available
for distribution to the holders of Common Stock in the event of the
liquidation or dissolution, whether voluntary or involuntary, of the
Corporation. Holders of Common Stock do not have cumulative voting rights in
the election of directors and have no preemptive, subscription or conversion
rights. The Common Stock is not subject to redemption by the Corporation.
The preferred stock may be issued by the Corporation from time to time,
by authorization of the Board of Directors and without the necessity of
further action or authorization by the Corporation's stockholders, in one or
more series and with such voting powers, designations, preferences and
relative, participating, optional or other special rights and qualifications
as the Board may, in its discretion, determine, including, but not limited to
(a) the distinctive designation of such series and the number of shares to
constitute such series; (b) the dividends, if any, for such series; (c) the
voting power, if any, of shares of such series; (d) the terms and conditions
(including price), if any, upon which shares of such stock may be converted
into or exchanged for shares of stock of any other class or any other series
of the same class or any other securities or assets; (e) the right, if any, of
the Corporation to redeem shares of such series and the terms and conditions
of such redemption; (f) the retirement or sinking fund provisions, if any, of
shares of such series and the terms and provisions relative to the operation
thereof; (g) the amount, if any, which the holders of the shares of such
series shall be entitled to receive in case of a liquidation, dissolution, or
winding up of the Corporation; (h) the limitations and restrictions, if any,
upon the payment of dividends or the making of other distributions on, and
upon the purchase, redemption, or other acquisition by the Corporation of, the
Corporation's Common Stock; and (i) the conditions or restrictions, if any,
upon the creation of indebtedness or upon the issuance of any additional stock
of the Corporation.
Under the Corporation's Certificate of Incorporation, the affirmative
vote of not less than 75% of the total voting power of all outstanding shares
of its capital stock is required to approve a merger or consolidation of the
Corporation with, or the sale of substantially all of its assets or business
to, any other corporation (other than a corporation 50% or more of the Common
Stock of which is owned by the Corporation), if such corporation or its
affiliates singly or in the aggregate own or control directly or indirectly 5%
or more of the outstanding shares of Common Stock, unless the transaction is
approved by the Board of Directors of the Corporation prior to the acquisition
by such corporation or its affiliates of ownership or control of 5% or more of
the outstanding shares of Common Stock. In addition, the Corporation's
Certificate of Incorporation provides for a classified Board of Directors
under which one-third of the members are elected annually for three-year
terms. The supermajority voting requirement for certain mergers and
consolidations and the classified Board of Directors may have the effect of
delaying, deferring or preventing a change in control of the Corporation.
The transfer agent and registrar of the Common Stock is First National
Bank of Boston, N.A., c/o Boston EquiServe, P.O. Box 8040, Boston, MA 02266.
LEGAL OPINION
- -------------
The validity of the Shares of Common Stock offered hereby has been passed
upon for the Corporation by Covington & Burling, Washington, D.C.
EXPERTS
- -------
The financial statements of the Corporation and its subsidiaries
incorporated by reference in this Prospectus have been examined by Coopers &
Lybrand, L.L.P., independent accountants, for the periods indicated in their
report thereon which is included in the Corporation's Annual Report on Form
10-K for the year ended December 31, 1996. The financial statements examined
by Coopers & Lybrand, L.L.P. have been incorporated herein by reference in
reliance on their report given on their authority as experts in accounting and
auditing.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
- -----------------------------------------------------
The estimated expenses of the Corporation in connection with the issuance
and distribution of the Shares being registered hereunder are as follows. All
such expenses are being borne by the Corporation.
Registration fee. . . . . . . . . . . . . . . . . . $ 3,600
Accounting fees and expenses. . . . . . . . . . . . $ 5,000
Legal fees and expenses . . . . . . . . . . . . . . $ 5,000
Miscellaneous . . . . . . . . . . . . . . . . . . . $ 2,500
------
Total . . . . . . . . . . . . . . . . . . $ 16,100
======
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
- ---------------------------------------------------
Under the Corporation's Bylaws, each person who was or is made a party or
is threatened to be made a party to any action, suit or proceeding by reason
of the fact he is or was a director or officer of the Corporation is entitled
to indemnification by the Corporation to the fullest extent permitted by the
Delaware General Corporation Law against all expense, liability and loss
(including attorneys' fees, judgments, fines or penalties and amounts paid in
settlement) reasonably incurred or suffered by such person in connection
therewith, including liabilities arising under the Securities Act of 1933, as
amended. These indemnification rights include the right to be paid by the
Corporation the expenses incurred in defending any action, suit or proceeding
in advance of its final disposition, subject to the receipt by the Corporation
of an undertaking by or on behalf of such person to repay all amounts so
advanced if it is ultimately determined that he is not entitled to be
indemnified. These indemnification rights under the Bylaws are not exclusive
of any other indemnification right which any person may have or acquire.
Section 145 of the Delaware General Corporation Law permits
indemnification of a director, officer, employee or agent of a corporation who
acted in good faith in a manner he reasonably believed to be in or not opposed
to the best interests of the corporation and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was
unlawful. In all proceedings other than those by or in the right of the
corporation, this indemnification covers expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred by the indemnified person. In actions brought by or in the right of
the corporation (such as derivative actions), Section 145 provides for
indemnification against expenses only and, unless a court determines
otherwise, only in respect of a claim as to which the person is not judged
liable to the corporation.
The Corporation has in effect liability insurance policies covering
certain claims against any director or officer of the Corporation by reason of
certain breaches of duty, neglect, error, misstatement, omission or other act
committed by such person in his capacity as director or officer.
Article Eleven of the Corporation's Certificate of Incorporation provides
that a director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for breach of the director's duty
of loyalty to the Corporation or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or knowing violation
of law, (iii) under Section 174 of the Delaware General Corporation Law, or
(iv) for any transaction from which the director derived any improper personal
benefit.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the
Corporation pursuant to the foregoing provisions, the Corporation 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.
ITEM 16. EXHIBITS
- ------------------
Exhibit No. Description of Exhibit
- ----------- ----------------------
5 Opinion of Covington & Burling regarding legality of the
securities being offered
23.1 Consent of Covington & Burling (included in Exhibit No. 5)
23.2 Consent of Coopers & Lybrand
ITEM 17. UNDERTAKINGS
- ----------------------
The undersigned Registrant hereby undertakes:
(1) 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 Commission pursuant
to Rule 424(b) (Section 230.424(b) of this chapter) if, in
the aggregate, the changes in volume and price represent no
more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee"
table in the effective registration statement; and
(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 (1)(i) and (1)(ii) do not apply if the
Registration Statement is on Form S-3 or Form S-8, and 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;
(2) 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; and
(3) 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.
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 this
Registration Statement 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. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer,
or controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant
will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
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 Dover, State of Delaware, on the 3rd
day of October, 1997.
CHESAPEAKE UTILITIES CORPORATION
By: /s/ RALPH J. ADKINS
-----------------------------
Ralph J. Adkins
Chairman of the Board and
Chief Executive Officer
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Ralph J. Adkins, John R. Schimkaitis and
Michael P. McMasters jointly and severally, as his true and lawful
attorneys-in-fact and agents, each with the power of substitution, for him in
any and all capacities, to sign the Registration Statement for the registration
of shares of Common Stock of Chesapeake Utilities Corporation and any amendments
(including post-effective amendments) to said Registration Statement and to
file the same, with exhibits and any 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 to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as the person might or could do
in person, hereby ratifying and confirming that each of said attorneys-in-fact
and agents, or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ RALPH J. ADKINS Chairman of the Board October 3, 1997
- ------------------- (Principal Executive ---------------
Ralph J. Adkins Officer)
/s/ JOHN R. SCHIMKAITIS President (Principal October 3, 1997
- ----------------------- Operating Officer) ---------------
John R. Schimkaitis
/s/ MICHAEL P. MCMASTERS Vice President and October 3, 1997
- ------------------------ Treasurer (Principal ---------------
Michael P. McMasters Financial Officer and
Principal Accounting
Officer)
/s/ RICHARD BERNSTEIN Director October 3, 1997
- --------------------- ---------------
Richard Bernstein
/s/ WALTER J. COLEMAN Director October 3, 1997
- --------------------- ---------------
Walter J. Coleman
/s/ JOHN W. JARDINE, JR. Director October 3, 1997
- ------------------------ ---------------
John W. Jardine, Jr.
/s/ RUDOLPH M. PEINS, JR. Director October 3, 1997
- ------------------------- ---------------
Rudolph M. Peins, Jr.
Director
- ------------------- ---------------
Robert F. Rider
/s/ JEREMIAH P. SHEA Director October 3, 1997
- -------------------- ---------------
Jeremiah P. Shea
/s/ WILLIAM G. WARDEN, III Director October 3, 1997
- -------------------------- ---------------
William G. Warden, III
<PAGE>
OPINION OF COVINGTON AND BURLING
October 3, 1997
Chesapeake Utilities Corporation
909 Silver Lake Boulevard
Dover, Delaware 19904
Gentlemen:
This opinion is being furnished to you in connection with the Registration
Statement on Form S-3 (the "Registration Statement") to be filed with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1993, as amended, on the date hereof, by Chesapeake Utilities Corporation
(the "Corporation"), with respect to the resale of up to 639,000 shares of
Common Stock par value $.4867 per share (the "Shares") of the Corporation by
certain shareholders.
We have acted as counsel to the Corporation in connection with the preparation
of the Registration Statement, and have examined signed copies of the
Registration Statement. We have also examined and relied upon copies of
minutes of meetings of the Board of Directors of the Corporation relating to
the authorization of the shares.
We also have examined originals or copies, certified or otherwise identified
to our satisfaction, of such other documents, and have made such other
investigations, as we have deemed necessary to form a basis for the opinion
hereinafter expressed. In making such examination, we have assumed the
genuineness of all signatures, the legal capacity of all natural persons, the
authenticity of all documents submitted to us as originals, and the conformity
to original documents of documents submitted to us as copies. As to all
matters of fact relevant to our opinion, we have relied exclusively, without
independent investigation or verification, upon the foregoing documents and on
the certificates of public officials and officials of the Corporation.
Based upon the foregoing, we are of the opinion that the Shares have been duly
authorized and are validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as part of the Registration
Statement and to the use of our name therein and in the related prospectus
under the caption "Legal Opinion."
It is understood that this opinion is to be used only in connection with the
offer and sale of the Shares as described in the Registration Statement and
only while the Registration Statement is in effect.
Very truly yours,
COVINGTON & BURLING
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement of
Chesapeake Utilities Corporation on Form S-3 of our report, dated February 13,
1997, on our audits of the consolidated financial statements and financial
statement schedule of Chesapeake Utilities Corporation, as of December 31,
1996 and 1995 and for the years ended December 31, 1996, 1995 and 1994, which
report, financial statements and financial statement schedule are incorporated
by reference in the Registration Statement from the Company's Annual Report on
Form 10-K for the year ended December 31, 1996.
We also consent to the reference to our firm under the caption "Experts" in
the Registration Statement.
COOPERS & LYBRAND, L.L.P.
Baltimore, Maryland
October 3, 1997
