As filed with the Securities and Exchange Commission on September 14, 1998
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
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
909 SILVER LAKE BOULEVARD
DOVER, DELAWARE 19904
(302) 734-6799
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(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
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(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, 214,251 $17.53125 (1) $3,756,088 (1) $ 1,138.21
par value
$.4867
per share
=============================================================================
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) based on the average of the high and low prices as
reported by the New York Stock Exchange for September 11, 1998.
- -----------------------------------------------------------------------------
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
214,251 SHARES OF COMMON STOCK
(PAR VALUE $.4867 PER SHARE)
This Prospectus relates to 214,251 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 a
shareholder of the Corporation (the "Selling Shareholder") as stated herein
under the heading "Selling Shareholder".
The distribution of the Shares by the Selling Shareholder may be
effected in one or more transactions through one or more of the securities
exchanges, or in the over-the-counter market, in negotiated transactions or
otherwise at market prices and on terms then prevailing or at prices related
to the then current market price 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 September 11,
1998, the last trade on the NYSE for shares of the Corporation's Common
Stock was consummated at a price of $17.4375.
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 Shareholder. 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.
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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 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.
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The date of this Prospectus is September 14, 1998.
<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
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, 1997;
(b) The Corporation's Quarterly Reports on Form 10-Q for the quarters
ending March 31, 1998 and June 30, 1998 and the Corporation's
Current Reports on Form 8-K dated April 29, 1998, June 11, 1998
and September 1, 1998; and
(c) 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 marketing, and advanced information
services.
The Corporation's three natural gas divisions serve residential,
commercial and industrial customers in central and 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 central
and southern Delaware and the Eastern Shore of Maryland and Virginia and
markets propane to large wholesale customers in the southeastern United
States. 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 SHAREHOLDER
The Selling Shareholder is SGI Investor Partners ("SGI"), an investment
partnership that is wholly-owned by Superior Group, Inc. ("Superior")
through two wholly-owned subsidiaries (Cawsl Enterprises, Inc. and SGI
Holdings, Inc.). Superior is a holding company located in Radnor,
Pennsylvania, engaged through subsidiaries in metals distribution, furnace
fabrication, metal tube and pipe manufacturing and pharmaceutical packaging.
William G. Warden, III, a director of the Corporation, is Chairman of the
Board of Superior. Mr. Warden may be deemed to control Superior as a result
of his ownership or control of a majority of Superior's outstanding stock.
Mr. Warden serves on the Audit, Compensation, and Plan Committees of the
Corporation's Board of Directors and also serves as a director of each of
the Corporation's subsidiaries.
As of September 14, 1998, SGI owns 214,251 shares of the Corporation,
all of which may be sold in this offering. The Corporation has been advised
by the Selling Shareholder that sale of the Shares is being considered in
connection with a change in philosophy, which will permit SGI to adjust its
investments more quickly to changes in market conditions and opportunities
as they arise.
Mr. Warden personally owns 2,086 shares of the Corporation, shares
discretionary voting and investment powers for 10,174 shares owned by a
relative, and shares voting and investment powers for 5,087 shares pursuant
to a trust of which Mr. Warden is co-trustee. These shares are not being
offered by this Prospectus.
PLAN OF DISTRIBUTION
The Shares may be offered and sold from time to time by the Selling
Shareholder, or by pledgees, donees, transferees or other successors in
interest. Such offers and sales may be made from time to time on one or
more securities exchanges or in the over-the-counter market, in negotiated
transactions or otherwise at market prices and on terms then prevailing or
at prices related to the then-current market price, or at negotiated prices.
The Shares may be sold by one or more of the following: (a) a block trade
in which the broker or dealer so engaged will attempt to sell the Shares as
agent but may position and resell a portion of the block as principal to
facilitate the transaction; (b) purchases by a broker or dealer as principal
and resale by such broker or dealer for its account; (c) an exchange
distribution in accordance with the rules of such exchange; (d) ordinary
brokerage transactions and transactions in which the broker solicits
purchasers; and (e) a combination of any such methods of sale. In effecting
sales, brokers or dealers engaged by the Selling Shareholder may arrange for
other brokers or dealers to participate. Brokers or dealers may receive
commissions or discounts from the Selling Shareholder or from purchasers in
amounts to be negotiated immediately prior to the sale. Such brokers or
dealers and any other participating brokers or dealers may be deemed to be
"underwriters" within the meaning of the Securities Act in connection with
such sales.
In addition, any securities covered by this Prospectus which qualify
for sale pursuant to Rule 144 promulgated under the Securities Act ("Rule
144") may be sold under Rule 144 rather than pursuant to this Prospectus.
The Company and the Selling Shareholder may enter into customary
agreements concerning indemnification and the provision of information in
connection with the sale of the Shares.
The Shares will be sold by the Selling Shareholder for its own account.
The Corporation will not receive any of the proceeds from the sale of the
Shares.
The Selling Shareholder has indicated that it wishes 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 Shareholder will be determined from
time to time by the Selling Shareholder, and will depend on a number of
facts, including the price of the Corporation's Common Stock and the Selling
Shareholder's financial circumstances from time to time. There is no
assurance that the Selling Shareholder will offer for sale or sell any or
all of the Shares.
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. As of
September 14, 1998, 5,076,528 shares of common stock were issued and
outstanding. No shares of preferred stock are issued and outstanding.
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 therefor 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 BankBoston
N.A., c/o Boston EquiServe L.P., 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 Schmittinger & Rodriguez, Dover,
Delaware.
EXPERTS
The consolidated financial statements of the Corporation as of December
31, 1997 and 1996 and for the years ended December 31, 1997, 1996 and 1995
incorporated by reference in this Registration Statement have been
incorporated herein in reliance on the report of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of that firm 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 will be reimbursed by the Selling Shareholder.
Registration fee . . . . . . . . . . . . . $ 1,138
Accounting fees and expenses . . . . . . . $ 5,000*
Legal fees and expenses. . . . . . . . . . $ 5,000*
Miscellaneous. . . . . . . . . . . . . . . $ 2,500
--------
Total. . . . . . . . . . . . . . . . . . . $ 13,638
========
* Estimates.
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 Schmittinger & Rodriguez regarding legality of the
securities being offered
23.1 Consent of Schmittinger & Rodriguez (included in Exhibit No. 5)
23.2 Consent of PricewaterhouseCoopers LLP
Powers of Attorney
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.
<PAGE>
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
14th day of September, 1998.
CHESAPEAKE UTILITIES CORPORATION
By: /s/ RALPH J. ADKINS
-----------------------------
Ralph J. Adkins
Chairman of the Board and
Chief Executive Officer
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 September 14, 1998
- ------------------ (Principal Executive Officer)
Ralph J. Adkins
/s/JOHN R. SCHIMKAITIS President (Principal Operating September 14, 1998
- ---------------------- Officer)
John R. Schimkaitis
/s/MICHAEL P. MCMASTERS Vice President and Treasurer September 14, 1998
- ----------------------- (Principal Financial Officer
Michael P. McMasters and Principal Accounting
Officer)
/s/RICHARD BERNSTEIN* Director September 14, 1998
- ---------------------
Richard Bernstein
/s/WALTER J. COLEMAN* Director September 14, 1998
- ---------------------
Walter J. Coleman
/s/JOHN W. JARDINE, JR.* Director September 14, 1998
- ------------------------
John W. Jardine, Jr.
/s/RUDOLPH M. PEINS, JR.* Director September 14, 1998
- -------------------------
Rudolph M. Peins, Jr.
/s/ROBERT F. RIDER* Director September 14, 1998
- -------------------
Robert F. Rider
/s/JEREMIAH P. SHEA* Director September 14, 1998
- --------------------
Jeremiah P. Shea
/s/WILLIAM G. WARDEN, III* Director September 14, 1998
- --------------------------
William G. Warden, III
* Signed by John R. Schimkaitis as Attorney-in-Fact, pursuant to Power of
Attorney filed herewith.
<PAGE>
September 14, 1998
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
RE: Chesapeake Utilities Corporation - Selling
Shareholder Registration Statement on Form S-3
Dear Sir/Madam:
We are counsel for Chesapeake Utilities Corporation (the "Company")
in connection with a Registration Statement on Form S-3 for the
registration of 214,251 shares of common stock of the Company, $.4867
par value per share ("Common Stock"), held by the Selling Shareholder
named therein.
In rendering the opinion hereinafter expressed, we have examined such
records and documents of the Company and such other documents and
records and made such factual investigation as we deemed necessary.
From such examination, we are of the opinion that:
The 214,251 shares of Common Stock identified in the
Registration Statement are duly and validly authorized
and issued and fully paid and nonassessable.
We hereby consent to the use of this opinion as an exhibit to such
Registration Statement and to the reference to our name therein.
Sincerely yours,
SCHMITTINGER & RODRIGUEZ, P.A.
BY: /s/ WILLIAM A. DENMAN
---------------------
WILLIAM A. DENMAN
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report, dated February 12, 1998, on our
audits of the consolidated financial statements and financial statement
schedule of Chesapeake Utilities Corporation, as of December 31, 1997
and 1996 and for the years ended December 31, 1997, 1996, and 1995.
We also consent to the reference to our firm under the caption
"Experts" in the Registration Statement.
PricewaterhouseCoopers, LLP
Baltimore, Maryland
September 14, 1998
<PAGE>
POWERS 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 on Form S-3 for the registration for resale of
shares of Common Stock of Chesapeake Utilities Corporation held by
William G. Warden, III, Glenmede Trust, SGI Investor Partners and
other related persons, 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.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ RICHARD BERNSTEIN Director August 28, 1998
- ---------------------
Richard Bernstein
/s/ WALTER J. COLEMAN Director August 28, 1998
- ---------------------
Walter J. Coleman
/s/ JOHN W. JARDINE, JR. Director August 28, 1998
- ------------------------
John W. Jardine, Jr.
/s/ RUDOLPH M. PEINS, JR. Director August 28, 1998
- -------------------------
Rudolph M. Peins, Jr.
/s/ ROBERT F. RIDER Director August 28, 1998
- -------------------
Robert F. Rider
/s/ JEREMIAH P. SHEA Director August 28, 1998
- --------------------
Jeremiah P. Shea
/s/ WILLIAM G. WARDEN, III Director September 10, 1998
- --------------------------
William G. Warden, III
<TABLE> <S> <C>
<ARTICLE> UT
<LEGEND>
This schedule contains summary financial information extracted from
the restated Balance Sheets, Income Statements and Statements of Cash
Flows of Chesapeake Utilities Corporation for the fiscal years 1995
and 1996 and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
<RESTATED>
<S> <C> <C> <C> <C>
<C>
<PERIOD-TYPE> 12-MOS 3-MOS 6-MOS 9-MOS
12-MOS
<FISCAL-YEAR-END> DEC-31-1995 DEC-31-1996 DEC-31-1996 DEC-31-1996
DEC-31-1996
<PERIOD-END> DEC-31-1995 MAR-31-1996 JUN-30-1996 SEP-30-1996
DEC-31-1996
<BOOK-VALUE> PER-BOOK PER-BOOK PER-BOOK PER-BOOK
PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 64934464 65844257 67337137 68977381
72780968
<OTHER-PROPERTY-AND-INVEST> 22077446 22682177 22554148 23082411
23495782
<TOTAL-CURRENT-ASSETS> 29656969 29328277 21450858 25489841
46544754
<TOTAL-DEFERRED-CHARGES> 14329239 13541840 13375182 13235957
12972096
<OTHER-ASSETS> 0 0 0 0
0
<TOTAL-ASSETS> 130998118 131396551 124717325 130785590
155793600
<COMMON> 2365562 2383323 2390549 2397894
2403978
<CAPITAL-SURPLUS-PAID-IN> 20250968 20813546 21062995 21295975
21507576
<RETAINED-EARNINGS> 23458776 28545081 28031399 26321451
27110432
<TOTAL-COMMON-STOCKHOLDERS-EQ> 45587360 51107564 50942405 49603267
50696056
0 0 0 0
0
0 0 0 0
0
<LONG-TERM-DEBT-NET> 32124164 31804908 31455913 31450710
29431622
<SHORT-TERM-NOTES> 5400010 2025000 200000 6260000
12735000
<LONG-TERM-NOTES-PAYABLE> 0 0 0 0
0
<COMMERCIAL-PAPER-OBLIGATIONS> 0 0 0 0
0
<LONG-TERM-DEBT-CURRENT-PORT> 1281970 1277938 1277938 1277938
3078489
0 0 0 0
0
<CAPITAL-LEASE-OBLIGATIONS> 0 0 0 0
0
<LEASES-CURRENT> 0 0 0 0
0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 46604614 45181141 40841069 42193675
59852433
<TOT-CAPITALIZATION-AND-LIAB> 130998118 131396551 124717325 130785590
155793600
<GROSS-OPERATING-REVENUE> 235284726 79122603 125471930 170949745
260102200
<INCOME-TAX-EXPENSE> 4071982 2698137 3197022 2818479
3877221
<OTHER-OPERATING-EXPENSES> 34482919 10005627 18779702 27790086
38463339
<TOTAL-OPERATING-EXPENSES> 38554901 12703764 21976724 30608565
42340560
<OPERATING-INCOME-LOSS> 9962152 6669997 7737753 7586191
10105660
<OTHER-INCOME-NET> 646977 250657 338987 464057
688631
<INCOME-BEFORE-INTEREST-EXPEN> 10609129 6920654 8076740 8050248
10794291
<TOTAL-INTEREST-EXPENSE> 2912928 752621 1433555 2145825
3005202
<NET-INCOME> 7696201 6168033 6643185 5904423
7789089
0 0 0 0
0
<EARNINGS-AVAILABLE-FOR-COMM> 7696201 6168033 6643185 5904423
7789089
<COMMON-STOCK-DIVIDENDS> 3615104 837333 1633970 2131310
4106643
<TOTAL-INTEREST-ON-BONDS> 2330690 614201 1225627 1831147
2434321
<CASH-FLOW-OPERATIONS> 14026074 7019785 12224395 12210384
11388301
<EPS-PRIMARY> 1.59 1.26 1.36 1.20
1.59
<EPS-DILUTED> 1.55 1.21 1.31 1.17
1.54
</TABLE>
<TABLE> <S> <C>
<ARTICLE> UT
<LEGEND>
This schedule contains summary financial information extracted from the
restated Balance Sheets, Income Statements and Statements of Cash Flows
of Chesapeake Utilities Corporation for the fiscal year 1997 and the three
month period ended March 31, 1998, and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
<RESTATED>
<S> <C> <C> <C> <C>
<C>
<PERIOD-TYPE> 3-MOS 6-MOS 9-MOS 12-MOS
3-MOS
<FISCAL-YEAR-END> DEC-31-1997 DEC-31-1997 DEC-31-1997 DEC-31-1997
DEC-31-1998
<PERIOD-END> MAR-31-1997 JUN-30-1997 SEP-30-1997 DEC-31-1997
MAR-31-1998
<BOOK-VALUE> PER-BOOK PER-BOOK PER-BOOK PER-BOOK
PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 74880241 75756946 76352845 77384251
77712526
<OTHER-PROPERTY-AND-INVEST> 23659482 23710077 24476238 25216395
25414829
<TOTAL-CURRENT-ASSETS> 27138881 22202082 25254288 31030818
25619213
<TOTAL-DEFERRED-CHARGES> 12738268 11944514 12841914 11291070
11164550
<OTHER-ASSETS> 0 0 0 0
0
<TOTAL-ASSETS> 138416872 133613619 138925285 144922534
139911118
<COMMON> 2410397 2417414 2424364 2435142
2455068
<CAPITAL-SURPLUS-PAID-IN> 21723848 21959895 22195138 22581462
23342529
<RETAINED-EARNINGS> 29391792 29031158 27170212 28554001
31445435
<TOTAL-COMMON-STOCKHOLDERS-EQ> 53235914 53161601 51619927 53676592
57563368
0 0 0 0
0
0 0 0 0
0
<LONG-TERM-DEBT-NET> 29379189 29107117 29089677 38694741
38152000
<SHORT-TERM-NOTES> 12000010 9900010 18400010 7600010
0
<LONG-TERM-NOTES-PAYABLE> 0 0 0 0
0
<COMMERCIAL-PAPER-OBLIGATIONS> 0 0 0 0
0
<LONG-TERM-DEBT-CURRENT-PORT> 784868 717368 659868 582500
520000
0 0 0 0
0
<CAPITAL-LEASE-OBLIGATIONS> 0 0 0 0
0
<LEASES-CURRENT> 0 0 0 0
0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 43016891 40727523 39155803 44368691
43675750
<TOT-CAPITALIZATION-AND-LIAB> 138416872 133613619 138925285 144922534
139911118
<GROSS-OPERATING-REVENUE> 76302285 121221105 162901824 222489264
60169102
<INCOME-TAX-EXPENSE> 2246876 2662434 2118734 3413608
2400874
<OTHER-OPERATING-EXPENSES> 9057058 17733586 26368156 35204402
9132650
<TOTAL-OPERATING-EXPENSES> 11303934 20396020 28486890 38618010
11533524
<OPERATING-INCOME-LOSS> 4155515 5566537 5548097 8680164
4770135
<OTHER-INCOME-NET> 94682 199593 270086 545155
111230
<INCOME-BEFORE-INTEREST-EXPEN> 4250197 5766130 5818183 9225319
4881365
<TOTAL-INTEREST-EXPENSE> 809790 1600067 2426318 3344007
854007
<NET-INCOME> 3440407 4166063 3391865 5881312
4027358
0 0 0 0
0
<EARNINGS-AVAILABLE-FOR-COMM> 3440407 4166063 3391865 5881312
4027358
<COMMON-STOCK-DIVIDENDS> 962888 2042668 3249805 4421231
1136152
<TOTAL-INTEREST-ON-BONDS> 596357 1190741 1778238 2387641
745684
<CASH-FLOW-OPERATIONS> 6818344 11315440 8371128 12505378
12364655
<EPS-PRIMARY> .70 .84 .68 1.18
.80
<EPS-DILUTED> .67 .82 .68 1.16
.77
</TABLE>
