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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
FLORIDA PUBLIC UTILITIES COMPANY
--------------------------------
(Name of Issuer)
COMMON STOCK $1.50 PAR VALUE
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(Title of Class of Securities)
341135101
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(CUSIP Number)
MICHAEL P. MCMASTERS
CHESAPEAKE UTILITIES CORPORATION
P.O. BOX 615, DOVER, DE 19903-0615
(302) 734-6799
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
NOVEMBER 16, 1999
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(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 Section 240.13d-1(e),
240.13d-1(f) or 240.13d-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 Section
240.13d-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)
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SCHEDULE 13D
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CUSIP No. 341135101
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1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Chesapeake Utilities Corporation
IRS No.:51-0064146
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See instructions): (a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
WC
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5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION:
Delaware
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NUMBER OF SHARES 7. SOLE VOTING POWER: zero
BENEFICIALLY OWNED ----------------------------------------
BY EACH REPORTING 8. SHARED VOTING POWER: zero
PERSON WITH ----------------------------------------
9. SOLE DISPOSITIVE POWER: zero
----------------------------------------
10. SHARED DISPOSITIVE POWER: zero
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
zero
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12. CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
(see instructions): [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11:
0.0%
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14. TYPE OF REPORTING PERSON (See Instructions):
CO
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INTRODUCTION
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This Amendment No. 5 amends the Schedule 13D filed by Chesapeake
Utilities Corporation ("Chesapeake") on February 3, 1995, as
amended (the "Schedule 13D"), with respect to the common stock,
par value $1.50 per share (the "Common Stock"), of Florida Public
Utilities Company ("FPU"). Except as modified hereby, there has
been no change in the information previously reported in the
Schedule 13D.
ITEM 4. PURPOSE OF TRANSACTION
Pursuant to an amended agreement with The Southern Company, as
set forth in a letter dated October 14, 1999 (a copy of which is
attached hereto as Exhibit A), Chesapeake agreed to authorize The
Southern Company to assign the its rights to purchase the FPU
stock that Chesapeake owned. On October 18, 1999 The Southern
Company entered into an Assignment of its rights to FPU.
Accordingly, on November 16, 1999, Chesapeake sold to FPU the
218,464 shares of FPU Common Stock that it owned.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
As a result of the Transaction, Chesapeake no longer beneficially
owns any shares of FPU Common Stock.
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 A: Letter Agreement, dated October 14, 1999
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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/ MICHAEL P. MCMASTERS
- ------------------------------
Michael P. McMasters
Vice-President, Treasurer and
Chief Financial Officer
Dated: November 22, 1999
EXHIBIT A
<Chesapeake Utilities Corporation Logo>
October 14, 1999
W. Lawrence Westbrook
Southern Company
270 Peachtree Street NW, Suite 2200
Atlanta, Georgia 30303
Dear Mr. Westbrook:
Reference is made to a letter dated August 31, 1998, from you to
Chesapeake Utilities Corporation in which Southern Company agreed
to purchase from Chesapeake 218,464 shares of common stock of
Florida Public Utilities Company at a purchase price of $16.50
per share, subject to Southern obtaining the prior approval of
the Securities and Exchange Commission under the Public Utility
Holding Company Act of 1935 (the "PUHCA").
Chesapeake hereby consents to the assignment by Southern of its
agreement, as set forth in the letter, to a third party to be
identified to Chesapeake by Southern that does not require SEC
approval under the PUHCA to effect the purchase, whereupon this
condition to the obligation to purchase the FPU shares from
Chesapeake should automatically be deemed waived by Southern and
such assignee. It is Chesapeake's understanding that Southern
will make all reasonable efforts to find a third party to
purchase the FPU Shares prior to December 31, 1999.
Sincerely,
CHESAPEAKE UTILITIES CORPORATION
/s/ MICHAEL P. MCMASTERS
- ----------------------------------
Michael P. McMasters
Vice-President, Treasurer and CFO
