SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORK 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 29, 1998
CHESAPEAKE UTILITIES CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 001-11590 51-0064146
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(State of other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
909 Silver Lake Boulevard, Dover, Delaware 19904
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(Address of principal executive offices) (Zip Code)
(302) 734-6799
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(Registrant's telephone number, including area code)
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(Former name, former address and former fiscal year,
if changed since last report.)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On May 29, 1998 Chesapeake Utilities Corporation, a Delaware
corporation ("Chesapeake"), acquired all of the outstanding stock
of Xeron, Inc., a privately held natural gas liquids trading
company headquartered in Houston, Texas (the "Acquisition"). In
connection with the Acquisition, Chesapeake issued 475,000 shares
of its common stock to the former owners of Xeron, J. Phillip
Keeter, Earnest A. Allen, Jr. and Patrick E. Armand (the "Former
Owners"). The Acquisition was effected pursuant to an Agreement
and Plan of Merger dated April 28, 1998, under which Xeron became
a wholly owned subsidiary of Chesapeake. The Acquisition will be
accounted for as a pooling of interests transaction.
Xeron markets natural gas liquids to a number of major and large
independent oil and petrochemical companies, wholesale natural
gas liquids resellers and southeastern retail propane companies.
Xeron's primary focus is the Mont Belvieu and Dixie Pipeline
markets, although Xeron has traded in other markets on a limited
basis.
Carl E. Mendenhall, President of Xeron, will continue to oversee
all daily operations and the management of Xeron's staff. Patrick
E. Armand will continue as Chief Financial Officer of Xeron,
while J. Phillip Keeter and Earnest A. Allen, Jr. will continue
as advisors.
The purchase price for the Acquisition was determined through
arm's length negotiations among Chesapeake, Xeron and the Former
Owners. The Chesapeake common stock issued in connection with the
Acquisition is restricted stock issued in a private placement.
Chesapeake has agreed to register the stock with the Securities
and Exchange Commission for resale, subject to certain
restrictions on transfer.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
a. & b. The business combination does not meet the criteria for
significance as defined in (S)210.3-05 or (S)210.11-01;
therefore, no financial statements or pro forma
financial data are filed as part of this report.
c. The Agreement and Plan of Merger dated as of April 28,
1998, among Chesapeake Utilities Corporation, CPK Sub-
C, Inc., Xeron, Inc., J. Phillip Keeter, Earnest A.
Allen, Jr. and Patrick E. Armand was filed as Exhibit I
of Chesapeake Utilities Corporation Form 8-K dated
April 29, 1998 and is hereby incorporated by reference.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned hereunto duly authorized.
CHESAPEAKE UTILITIES CORPORATION
By: /s/ MICHAEL P. MCMASTERS
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Michael P. McMasters
Vice President, Treasurer and
Chief Financial Officer
Dated: June 11, 1998
