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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
FLORIDA PUBLIC UTILITIES COMPANY
(Name of Issuer)
COMMON STOCK $1.50 PAR VALUE
(Title of Class of Securities)
341135101
(CUSIP Number)
JOHN R. SCHIMKAITIS, PO BOX 615, DOVER, DE 19903-0615 (302)734-6757
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
AUGUST 31, 1998
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-
1(g), check the following box [ ].
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-
7(b) for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
(Continued on the following pages)
<PAGE>
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SCHEDULE 13D
CUSIP No. 341135101
1. Name of reporting person: Chesapeake Utilities Corporation
IRS No.: 51-0064146
2. (a) Not applicable
(b) Not member of a group.
3. SEC USE ONLY
4. Source of funds: WC
5. No disclosure of legal proceedings is required pursuant to either
Items 2(d) or 2(e) of Schedule 13D.
6. Place of Organization: Delaware
7. Sole Voting Power: 218,464
8. Shared Voting Power: zero
9. Sole Dispositive Power: 218,464
10. Shared Dispositive Power: zero
11. Aggregate amount beneficially owned by each reporting person: 218,464
12. Aggregate amount in row 11 does not exclude certain shares.
13. Percent of class represented by amount in row 11: 7.3%
14. Type of reporting person: CO
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INTRODUCTION
------------
This Amendment No. 4 to Schedule 13D amends the Amendment No. 3 to
Schedule 13D filed on February 3, 1995 by Chesapeake Utilities
Corporation, relating to the beneficial ownership of shares of common
stock, par value $1.50 per share ("Common Stock"), of Florida Public
Utilities Company ("FPU").
ITEM 2. IDENTITY AND BACKGROUND
The name, principal occupation and business address of each executive
officer and director of Chesapeake, are set forth in Exhibit A, which
is incorporated herein by reference.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The source of funds ($168,232.03) for Chesapeake's purchases of FPU
Common Stock during the period January 31, 1995 through August 31,
1998 was working capital.
ITEM 4. PURPOSE OF TRANSACTION
Chesapeake has agreed to sell the 218,464 shares of FPU Common Stock
it currently owns, pursuant to a Letter Agreement dated August 31,
1998, which is attached hereto as Exhibit B and incorporated herein by
reference. Consummation of the sale is contingent upon the purchaser
obtaining acceptable approval from the Securities and Exchange
Commission and authorization from the purchaser's Board of Directors.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Chesapeake beneficially owns 218,464 shares of FPU Common Stock or
7.29% of such shares outstanding, based upon 2,996,913 shares of FPU
Common Stock outstanding on July 31, 1998, as stated in FPU's Form
10-Q for the quarterly period ended June 30, 1998. Chesapeake has
sole power to vote and dispose of these shares.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
The response to Item 4 is incorporated by reference herein.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit B: Letter Agreement dated August 31, 1998
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true,
complete and correct.
CHESAPEAKE UTILITIES CORPORATION
By: /s/ JOHN R. SCHIMKAITIS
--------------------------------------
John R. Schimkaitis
President and Chief Operating Officer
Dated: September 1, 1998
EXHIBIT A
Name, present principal occupation and address of employment of the
executive officers, directors and controlling persons of Investor.
<TABLE>
<S> <C> <C> <C>
Present Principal
Present Position Occupation and Address
Name Citizenship with Investor of Employment
- ------------------------------------------------------------------------------------------------------
Ralph J. Adkins U.S.A. Chairman of the Chairman of the Board & CEO
Board & CEO Chesapeake Utilities Corporation
P.O. Box 615
Dover, DE 19903-0615
- ------------------------------------------------------------------------------------------------------
Philip S. Barefoot U.S.A. Vice President Vice President
Chesapeake Utilities Corporation
P.O. Box 615
Dover, DE 19903-0615
- ------------------------------------------------------------------------------------------------------
Richard Bernstein U.S.A. Director President & CEO
BAI Aerosystems, Inc.
9040 Glebe Park Drive
P.O. Box 1600
Easton, MD 21601
- ------------------------------------------------------------------------------------------------------
William C. Boyles U.S.A. Vice President & Vice President & Secretary
Secretary Chesapeake Utilities Corporation
P.O. Box 615
Dover, DE 19903-0615
- ------------------------------------------------------------------------------------------------------
Walter J. Coleman U.S.A. Director Retired
495 N. Lake Lulu Drive
Winter Haven, FL 33880
- ------------------------------------------------------------------------------------------------------
John W. Jardine, Jr. U.S.A. Director Retired
1963 Mitten Street
Dover, DE 19901
- ------------------------------------------------------------------------------------------------------
Michael P. McMasters U.S.A. Vice President, Vice President, Treasurer & CFO
Treasurer Chesapeake Utilities Corporation
& CFO P.O. Box 615
Dover, DE 19903-0615
- ------------------------------------------------------------------------------------------------------
Rudolph M. Peins, Jr. U.S.A. Director Retired
1756 Jose Gaspar Drive
Boca Grande, FL 33921-0728
- ------------------------------------------------------------------------------------------------------
Robert F. Rider U.S.A. Director Chairman of the Board & CEO
O.A. Newton & Son
Route 13
Bridgeville, DE 19933
- ------------------------------------------------------------------------------------------------------
John R. Schimkaitis U.S.A. President, COO & President, COO & Director
Director Chesapeake Utilities Corporation
P.O. Box 615
Dover, DE 19903-0615
- ------------------------------------------------------------------------------------------------------
Jeremiah P. Shea U.S.A. Director Retired
2223 Old Orchard Road
Wilmington, DE 19810
- ------------------------------------------------------------------------------------------------------
Stephen C. Thompson U.S.A. Vice President Vice President
Chesapeake Utilities Corporation
P.O. Box 615
Dover, DE 19903-0615
- ------------------------------------------------------------------------------------------------------
William G. Warden, III U.S.A. Director Director & Vice President
Superior Group, Inc.
3 Radnor Corporate Center
Suite 400
Radnor, PA 19087-8760
- ------------------------------------------------------------------------------------------------------
</TABLE>
EXHIBIT B
<Southern Company Logo>
August 31, 1998
Chesapeake Utilities Corporation
909 Silver Lake Boulevard
Dover, Delaware 19904
Attention: John R. Schimkaitis
President and COO
Dear Mr. Schimkaitis:
The Southern Company (the "Buyer") hereby offers, on the terms
and subject to the conditions set forth in this letter, to purchase
from Chesapeake Utilities Corporation (the "Seller") 218,464 shares
of the common stock, par value $1.50 per share (the "Shares"), of
Florida Public Utilities Company, a Florida corporation (the
"Company"), at a price of $16.50 per Share.
The obligation of the Buyer hereunder to purchase and pay for
the Shares is subject to its receipt of the approval on acceptable
terms of the Securities and Exchange Commission (the "SEC") under the
Public Utility Holding Company Act of 1935, as amended (the "Holding
Company Act"), and authorization by its board of directors.
The closing of the purchase of the Shares shall take place as
soon as practicable after satisfaction of the conditions set forth
above, upon not less than two business days' notice from the Buyer to
the Seller. At the closing, the Seller will deliver a certificate or
certificates for the Shares free and clear of any lien, charge or
other interest or encumbrance of any nature, and the Buyer will pay
the purchase price for the Shares by wire transfer of immediately
available funds.
The Buyer and the Seller each agree, for itself and its
directors, officers, employees, affiliates, representatives and
agents, not to disclose the existence of this letter or any terms,
conditions or other facts with respect to the subject matter hereof,
except as may be required by law (including, in the case of the
Buyer, to obtain the approval of the SEC under the Holding Company
Act) or with the written consent of the other party.
<PAGE>
Chesapeake Utilities Corporation
August 31, 1998
Page 2
If you agree with the foregoing and wish to accept the offer set
forth above, please sign both copies of this letter, retaining one
copy for your files and returning one copy to the undersigned. If
the offer set forth herein is not so accepted by 5:00 P.M. EDT on
August 31, 1998, it will expire and be of no further force or effect.
Yours very truly,
SOUTHERN COMPANY
By: /s/ W. L. Westbrook
------------------------------------
Title: Financial VP
Accepted and agreed to:
CHESAPEAKE UTILITIES CORPORATION
By: /s/ John R. Schimkaitis
------------------------------------
Title: President
