As filed with the Securities and Exchange Commission on September 30, 1998
Registration No.:
_____________________________________________________________________
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, 499,999 $17.84375 $8,921,857 $2,703.59
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 28, 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
499,999 SHARES OF COMMON STOCK
(PAR VALUE $.4867 PER SHARE)
This Prospectus relates to 499,999 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 shareholders of the Corporation (the
"Selling Shareholders" and each individually, a "Selling Shareholder")
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, 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 28, 1998, the last trade on the NYSE for
shares of the Corporation's Common Stock was consummated at a
price of $17.9375.
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 September 30, 1998.
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;
(c) The Corporation's Current Reports on Form 8-K dated
April 29, 1998, June 11, 1998 and September 1, 1998; 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 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 SHAREHOLDERS
The Selling Shareholders are listed in the table below. The
table sets forth information as of September 30, 1998.
SHARES THAT
TOTAL SHARES SHARES MAY BE OWNED
PRESENTLY THAT MAY AFTER
NAME OWNED BE SOLD OFFERING
---- ------------ -------- ------------
Earnest A. Allen, Jr. (1) 225,607 225,607 -----
Jay Phillip Keeter (1) 225,607 225,607 -----
Patrick E. Armand (1) 23,785 23,785 -----
Dashiell J. Shannahan (2) 12,745 12,745 -----
Joyce C. Shannahan (2) 12,255 12,255 -----
(1) The Shares were acquired by the Selling Shareholders on May
29, 1998 as a result of the merger of Xeron, Inc. ("Xeron")
and CPK Sub-C, Inc., a wholly-owned subsidiary of the
Corporation, pursuant to an agreement and plan of merger. The
Selling Shareholders were officers and the sole shareholders
of Xeron prior to the merger. All of the Selling Shareholders
are presently employed by Xeron, pursuant to employment contracts.
Mr. Allen is employed as Assistant to the President and Mr. Keeter
is employed as Energy Advisor, both pursuant to two-year employment
contracts. Mr. Armand is employed as Chief Financial Officer,
pursuant to a three-year employment contract. As of the
commencement date of this offering, Mr. Allen, Mr. Keeter and
Mr. Armand hold approximately 4.4%, 4.4%, and .5%, respectively,
of the issued and outstanding Common Stock of the Corporation.
(2) The Shares were acquired by the Selling Shareholders on March
31, 1998 as a result of the merger of Sam Shannahan Well Co.,
Inc. ("SSWC") and CPK Sub-B, Inc., a wholly-owned subsidiary
of the Corporation, pursuant to an agreement and plan of
merger. The Selling Shareholders were officers and the sole
shareholders of SSWC prior to the merger. Mr. Shannahan is
employed as President of SSWC, pursuant to a five-year
employment contract. Ms. Shannahan serves as a consultant to
the Corporation, pursuant to a five-year consulting contract.
As of the commencement date of this offering, Mr. and Ms.
Shannahan hold approximately .3% and .2%, respectively, of
the issued and outstanding Common Stock of the Corporation.
PLAN OF DISTRIBUTION
The Shares may be offered and sold from time to time by the
Selling Shareholders, or by pledgees, donees, transferees or other
successors in interest. Such offers and sales may be effected by
the Selling Shareholders from time to time in one or more types of
transactions 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. Such transactions
may or may not involve brokers or dealers. 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 Shareholders
may arrange for other brokers or dealers to participate. Brokers or dealers
may receive commissions or discounts from the Selling Shareholders
or from purchasers in amounts to be negotiated immediately prior
to the sale. The Selling Shareholders and any brokers or dealers that
act in connection with the sale of the Shares 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, and any
commissions received by such brokers or dealers and any profit on the
resale of the Shares sold by them while acting as principals might be
deemed to be underwriting discounts or commissions under the Securities Act.
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 Messrs. Allen, Keeter and Armand have entered into
agreements concerning indemnification and the provision of information
in connection with the sale of the Shares.
Each of the Selling Shareholders 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. All costs, expenses and fees in
connection with the registration of the Shares offered hereby will
be borne by the Corporation. Brokerage commissions and similar
selling expenses, if any, attributable to the sale of the Shares
will be borne by the Selling Shareholders.
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 years from May 29, 1998, 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
Shareholder's respective personal financial circumstances from
time to time. There is no assurance that any of the Selling
Shareholders will offer for sale or sell any or all of his
respective portion 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 30, 1998, 5,076,939
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 Covington & Burling,
Washington, D.C.
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 borne by the
Corporation.
Registration fee................................... $ 2,704
Accounting fees and expenses....................... $ 5,000*
Legal fees and expenses............................ $ 5,000*
Miscellaneous...................................... $ 3,000
--------
Total.............................................. $ 15,704
========
* 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 Covington & Burling regarding legality
of the securities being offered
23.1 Consent of Covington & Burling (included in Exhibit No. 5)
23.2 Consent of PricewaterhouseCoopers LLP
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 30th 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 30, 1998
- ------------------- (Principal Executive Officer)
Ralph J. Adkins
/s/ JOHN R. SCHIMKAITIS President (Principal September 30, 1998
- ----------------------- Operating Officer)
John R. Schimkaitis
/s/ MICHAEL P. MCMASTERS Vice President and Treasurer September 30, 1998
- ------------------------ (Principal Financial Officer
Michael P. McMasters and Principal Accounting
Officer)
/s/ RICHARD BERNSTEIN Director September 30, 1998
- ---------------------
Richard Bernstein
/s/ WALTER J. COLEMAN Director September 30, 1998
- ---------------------
Walter J. Coleman
/s/ JOHN W. JARDINE, JR. Director September 30, 1998
- ------------------------
John W. Jardine, Jr.
Director September __, 1998
- -------------------------
Rudolph M. Peins, Jr.
/s/ ROBERT F. RIDER Director September 30, 1998
- -------------------
Robert F. Rider
/s/ JEREMIAH P. SHEA Director September 30, 1998
- --------------------
Jeremiah P. Shea
/s/ WILLIAM G. WARDEN, III Director September 30, 1998
- --------------------------
William G. Warden, III
<PAGE>
OPINION OF COVINGTON & BURLING
September 30, 1998
Chesapeake Utilities Corporation
909 Silver Lake Boulevard
Dover, DE 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 1933, as amended, on the date hereof, by Chesapeake Utilities
Corporation (the "Corporation"), with respect to the resale of up to
499,999 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 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 30, 1998
<PAGE>
