As filed with the Securities and Exchange Commission on March 5, 1997
Registration No. 333-18927
===============================================================================
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
AMENDMENT NO. 1
TO
FORM S-3
Registration Statement
Under
The Securities Act of 1933
_______________
SOUTHEASTERN MICHIGAN GAS ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)
Michigan 38-2144267
(State of Incorporation) (I.R.S. Employer Identification No.)
405 Water Street
Port Huron, Michigan 48060
(810) 987-2200
(Address and telephone number of registrant's principal executive offices)
WILLIAM L. JOHNSON
President and Chief Executive Officer
Southeastern Michigan Gas Enterprises, Inc.
405 Water Street
Port Huron, Michigan 48060
ARNOLD R. MADIGAN
General Counsel
Southeastern Michigan Gas Enterprises, Inc.
405 Water Street
Port Huron, Michigan 48060
(Name and address of agents for service)
_______________
Approximate date of commencement of proposed sale to the public: As soon
as practicable after the effective date of the Registration Statement. Sales
will be completed twice per month.
_______________
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, 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. [ ]
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P R O S P E C T U S
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SOUTHEASTERN MICHIGAN GAS ENTERPRISES, INC.
Common Stock
Direct Stock Purchase and Dividend Reinvestment Plan
__________
The Direct Stock Purchase and Dividend Reinvestment Plan ("Plan") of
Southeastern Michigan Gas Enterprises, Inc. (the "Company") provides investors
with a convenient way to purchase shares of Common Stock of the Company by
making cash payments and/or by reinvesting dividends. Participants do not pay
any brokerage commission or service charge for purchases under the Plan.
This Plan replaces the Company's Dividend Reinvestment and Common Stock
Purchase Plan. If you are already a participant in the Company's Dividend
Reinvestment and Common Stock Purchase Plan, your participation in this Plan is
automatic.
You do not have to be a shareholder in the Company to participate in the
Plan. You may become a shareholder, and Participant in the Plan, by making an
initial investment in the Plan of at least $250 and not more than $100,000.
Participants in the Plan may:
-- begin participation by making an initial investment of $250 or
more (not more than $100,000);
-- reinvest all or a portion of Common Stock dividends;
-- enroll in direct deposit of dividends not reinvested;
-- make optional cash payments of not less than $25.00 per payment
and not more than $100,000 per year;
-- make optional payments by automatic deductions from checking or
savings;
-- deposit certificates of Common Stock into the Plan for
safekeeping;
-- receive certificates for whole shares of Common Stock credited
to their Plan accounts;
-- transfer all or a portion of their Plan shares to make a gift, a
private sale, or for any other purpose;
-- sell Plan Shares through the Plan;
-- terminate participation in the Plan at any time.
Under the Plan, shares of the Company's Common Stock are issued on the 1st
and 15th of each month ("Investment Dates"). The price paid by Participants is
the average of over-the-counter closing ask prices for three trading days. On
March 4, 1997, the closing ask price of the Common Shares as quoted in the
National Association of Securities Dealers Automated Quotation (NASDAQ) System
was $21.00 per share.
The price Participants will receive for shares sold through the Plan is
the weighted average price of shares sold through the Plan during the
applicable sales period (the period between Investment Dates when the shares
are sold). Participants will be charged a transaction fee of $5.00 for each
sale request (regardless of the number of shares) and a brokerage fee of $.05
per share sold.
It is suggested that this Prospectus be retained for future reference.
__________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS ANY SUCH 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 March 5, 1997.
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This Prospectus does not constitute an offer to sell or a solicitation of
an offer to buy any of the securities offered hereby in any jurisdiction to any
person to whom it is unlawful to make such offer in such jurisdiction. The
delivery of this Prospectus at any time does not imply that the information
herein is correct as of any time subsequent to its date.
TABLE OF CONTENTS
Page
Available Information.......................................... 3
Incorporation of Certain Information by Reference.............. 3
The Company.................................................... 4
Description of the Plan
Frequently Used Terms..................................... 4
Purpose................................................... 5
Advantages to Participants................................ 5
Disadvantages to Participants............................. 6
Plan Administration....................................... 6
Participation/Plan Enrollment............................. 7
Dividend Options.......................................... 8
Direct Deposit............................................ 8
Investment Dates.......................................... 8
Cash Payments............................................. 8
Automatic Optional Cash Payments.......................... 9
Refunds of Cash Payments.................................. 9
Purchase of Plan Shares................................... 9
Sale of Plan Shares....................................... 9
Stock Certificates........................................ 10
Certificate Safekeeping................................... 10
Transfer of Plan Shares................................... 10
Termination of Participation.............................. 11
Statements to Participants................................ 11
Participant Questions, Requests, Etc...................... 11
Other Information......................................... 11
Description of Common Stock.................................... 12
Federal Income Tax Matters..................................... 12
Use of Proceeds................................................ 13
Experts........................................................ 13
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 and, in accordance therewith, files reports and other
information with the Securities and Exchange Commission. Such reports, proxy
and information statements, and other information can be inspected and copied
at the public reference room of the Commission at its principal office:
450 Fifth Street, NW, Room 1024, Washington, DC 20549. Upon request, such
material will be sent to the Commission's regional office in New York at
7 World Trade Center, Suite 1300, New York, NY 10048 and in Chicago at 500 West
Madison Street, Suite 1400, Chicago, IL 60661. Copies of such material can
also be obtained at prescribed rates from the Public Reference Section of the
Commission at its principal office. This Prospectus does not contain all
information set forth in the Registration Statement and Exhibits thereto which
the Company has filed with the Commission under the Securities Act of 1933 and
to which reference is made hereby. The Commission maintains a Web site at
http://www.sec.gov that contains reports, proxy and information statements and
other information regarding the Company.
Any person, receiving a copy of this Prospectus from the Company may
obtain without charge, upon written or oral request, a copy of any of the
documents incorporated by reference herein, except for the exhibits to such
documents. See "INCORPORATION OF CERTAIN INFORMATION BY REFERENCE" below.
Requests should be directed to Dolores E. Noble, Director of Investor
Relations of Southeastern Michigan Gas Enterprises, Inc., 405 Water Street,
Port Huron, Michigan 48060, telephone number (810) 989-4104.
__________
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The Company incorporates herein by this reference the following documents
which also have been filed with the Securities and Exchange Commission
("Commission"): (a) the Company's Annual Report on Form 10-K for the year
ended December 31, 1995; (b) the Company's Quarterly Report on Form 10-Q for
the quarters ended March 31, 1996, June 30, 1996 and September 30, 1996; (c)
the Company's Current Report on Form 8-K dated February 18, 1997; (d) the
Company's definitive proxy statement for its Annual Meeting of Shareholders to
be held on April 15, 1997 (filed or to be filed).
All documents subsequently filed pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, prior to the termination of this
offering of the Company's Common Stock shall be deemed to be incorporated by
reference in this Prospectus and to be a part hereof from the date of filing of
such documents. The Company's file number with the Commission is 0-8503.
The Prospectus does not set forth all material and information included in
the Registration Statement filed with the Commission of which it is a part.
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THE COMPANY
The Company is a Michigan corporation with its principal executive offices
at 405 Water Street, Port Huron, Michigan 48060 and its telephone number is
(810) 987-2200.
The Company was established as a holding company in 1977 and is the parent
company of four direct subsidiaries. Substantially all of the Company's assets
are invested in natural gas operations which are subject to regulation by
various regulatory bodies. Weather has a significant impact on the Company's
revenues.
The Company's 1996 consolidated operating revenue was $548 million and its
net income was $12.0 million or $.97 per share.
Natural Gas Distribution Companies
-- Southeastern Michigan Gas Company ("Southeastern")
-- Michigan Gas Company ("Michigan Gas")
-- Battle Creek Gas Company ("Battle Creek")
Southeastern, Michigan Gas and Battle Creek (collectively, the "Utility
Subsidiaries") purchase, distribute and transport natural gas to approximately
233,000 customers in twenty-three counties in the lower and upper peninsulas of
Michigan. During the last four years, their combined customer base has grown
at an average rate of approximately 6,000 customers, or 2.8%, per year. The
Utility Subsidiaries have generally provided over 90% of consolidated net
income. Michigan Gas and Battle Creek will be merged into Southeastern on or
about April 1, 1997.
SEMCO Energy Services, Inc.
SEMCO Energy Services, Inc. ("SEMCO") is a diversified company with
activities and investments in many segments of the natural gas industry. SEMCO
is primarily involved in natural gas marketing, gas transmission and gathering,
and underground storage of natural gas.
The above information about the Company is, of course, not comprehensive.
For significant detail about the business of the Company and its subsidiaries,
please refer to the documents incorporated into this Prospectus. See
"Incorporation of Certain Information by Reference" above.
DESCRIPTION OF THE PLAN
Frequently Used Terms
- - Authorization Form: the application to begin Plan participation for
investors who are Record Shareholders and to effect other Plan
transactions.
- - Common Shareholder: an owner of the Company's Common Stock.
- - Dividend: any cash dividends paid on the Common Stock.
- - Dividend Payment Date: the 15th of February, May, August and November.
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- - Independent Agent: a brokerage firm buying and selling Common Stock for
the Plan in the open market.
- - Investment Dates: the 1st and 15th of each month.
- - Investment Periods: between the 11th day of a month and the 25th day of
that month for transactions on the 1st day of the next month. Between the
26th day of a month and the 10th day of the next month for transactions on
the 15th day of that latter month.
- - Investment Statement: the statement sent to a Participant reflecting any
purchases of Plan Shares and Dividends.
- - Investment Statement Form: the detachable bottom portion of the
Investment Statement used to submit cash payments, change Dividend
treatment, request a sale of Plan Shares, and implement other Plan
transactions.
- - New Account Enrollment Form: the application to begin Plan participation
for investors who are not Record Shareholders.
- - Participant: any person participating in the Plan.
- - Plan: this Direct Stock Purchase and Dividend Reinvestment Plan.
- - Plan Administrator: an independent company responsible for carrying out
Plan activities.
- - Plan Shares: Common Stock held in the Plan for Participants.
- - Record Shareholder: a Common Shareholder with shares registered in his
name or Plan Shares held for his account.
Purpose
The purpose of the Plan is to encourage long-term investment by providing
current and potential shareholders with a convenient method of purchasing
Common Stock without paying any brokerage commission or service charge.
Advantages to Participants
Investment is Simple and Easy. Participants may:
-- reinvest all or a portion of Dividends automatically.
-- invest optional cash payments of not less than $25 per payment
and not more than $100,000 per year.
-- invest amounts deducted automatically from a checking or savings
account.
Automatic Deposit of Dividends.
-- Participants may have Dividends which they do not reinvest
deposited directly into a checking or savings account.
No Commission for Purchases.
-- No brokerage commission or service charge is paid by
Participants in connection with purchases of Plan Shares.
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Simplified Safekeeping. Participants:
-- avoid the necessity of safekeeping certificates for Plan Shares.
-- may deposit Common Stock certificates that they hold into the
Plan.
Transfer of Plan Shares.
-- Participants may transfer all or a portion of their Plan Shares
to make a gift, to make a private sale or for any other purpose.
Simplified Recordkeeping.
-- An Investment Statement will be mailed to a Participant for each
month in which the Participant has a Plan transaction.
Simplified Sales. Participants
-- may sell Plan Shares credited to their Plan account.
-- pay a transaction fee of $5.00 for each sale plus a brokerage
commission of $.05 per share. (For example, the total fee to
sell 1,000 shares would be $55.)
Disadvantages to Participants
Price Uncertainty.
-- Participants have no control over the purchase price or sale
price of Plan Shares.
No Interest.
-- No interest is paid on cash received by the Plan Administrator.
Initial investments and optional cash payments received by the
Plan Administrator at least five business days before an
Investment Date will be invested as of that Investment Date.
Otherwise, such payments will be invested as of the next
Investment Date.
Plan Administration
Administration of all Plan activities will be carried out by the Plan
Administrator. The Plan Administrator will make purchases (and sales) of Plan
Shares, keep records, send statements of account to Participants and perform
other duties relating to the Plan. Plan Shares will be registered in the name
of the Plan Administrator or its nominee as agent for Participants.
The Plan Administrator is Continental Stock Transfer & Trust Company
("Continental"). For Continental's address, telephone number and fax number,
see "Participant Questions, Requests, Etc." below.
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Limited liability.
Neither the Company, the Plan Administrator nor any other person
empowered to help effectuate the Plan will be liable for any act done in good
faith or for any good faith omission to act, including, without limitation, any
claim of liability arising out of failure to terminate a Participant's account
upon such Participant's death or disability, with respect to the prices at
which Plan Shares are purchased or sold, with respect to the times when such
purchases and sales are made or with respect to fluctuations in market value of
Plan Shares.
Participants should recognize that no one can assure them of a profit
or protect them against a loss on their Plan Shares.
Costs.
All costs and expenses of administration of the Plan are paid by the
Company. There are no brokerage fees or commissions in connection with the
purchase of Plan Shares nor are there any costs to Participants upon
termination of participation in the Plan.
As discussed below, Participants are charged a transaction fee and
brokerage commission for sales of Plan Shares.
Participation/Plan Enrollment
Any person may become a Participant.
This Plan replaces the Company's Dividend Reinvestment and Common Stock
Purchase Plan (the "DRIP"). If you are currently a participant in the DRIP,
you automatically become a Participant in this Plan. Participants who wish to
change their participation in any way may do so by submitting an Authorization
Form.
Record Shareholders not currently participating in the Plan may join the
Plan at any time by completing and signing an Authorization Form. Requests for
Authorization Forms can made in writing to the Plan Administrator's address or
by calling the toll free number listed under "Participant Questions, Requests,
Etc."
New Record Shareholders automatically receive an Authorization Form.
Any other interested person may become a Participant by providing a
completed New Account Enrollment Form to the Plan Administrator and returning
it with an initial investment of not less than $250 and not more than $100,000.
To request New Account Enrollment Forms, or copies of this Prospectus,
call toll free 1-800-649-1856.
Investments may be made by personal check or money order payable to
"Continental Stock Transfer & Trust Company." PLEASE DO NOT SEND CASH.
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A Plan form must be received by the Plan Administrator five business days
preceding an Investment Date in order to be applicable to that Investment
Date. Otherwise it will be applied to the next Investment Date.
If any form is received less than five business days before a Dividend
Payment Date, any requested Dividend treatment will begin the next quarter.
Dividend Options
The Enrollment or Authorization Form allows the Participant to choose from
the following three Dividend options:
Full Reinvestment - All Dividends on shares held by the Participant and on
his Plan Shares are reinvested. Optional cash payments may be made at any
time.
Partial Reinvestment - A percentage (at least 25%) of the Dividends on a
Participant's total shares (being shares held by the Participant and his Plan
Shares) are reinvested. Participants may elect to have Dividends that are not
reinvested paid to them by check or through direct deposit (see "Direct
Deposit"). Optional cash payments may be made at any time.
Optional Cash Payments Only - All Dividends on shares held by the
Participant and on his Plan Shares are paid to him (by check or by direct
deposit). Optional cash payments may be made at any time.
A Participant may change the treatment of his Dividends by use of the
Investment Statement Form. Dividends are paid on all whole and fractional Plan
Shares.
Direct Deposit
Participants may request that Dividends which are not reinvested be
deposited in a U.S. bank or credit union by use of the Authorization Form.
Investment Dates
Investment Dates will be the 1st and 15th of each month. The Company's
Dividend Payments Dates are the 15th day of February, May, August and November.
Cash Payments
Initial cash payments may accompany the New Account Enrollment Form by
check or money order. Thereafter, optional cash payments may be made either by
electing the Automatic Optional Cash Payments feature, as described below, or
by mailing a completed Investment Statement Form or Authorization Form and a
personal check or money order payable to the Plan Administrator. The same
amount of money need not be sent each time and there is no obligation to make
cash payments. (DO NOT SEND CURRENCY).
Initial cash payments must be at least $250 and less than $100,000.
Optional cash payments cannot be less than $25 per payment or more than
$100,000 per year.
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Cash payments received at least five business days before an Investment
Date will be invested as of that Investment Date. Otherwise, such payments
will be invested as of the next Investment Date. Plan Shares will be held by
the Administrator. Cash payments will be invested twice a month (1st and
15th).
Automatic Optional Cash Payments
Participants may make optional cash payments of not less than $25 and not
more than the annual limit of $100,000 by automatic deduction from a checking
or savings account. To initiate the Automatic Optional Cash Payments feature,
the Participant must complete an appropriate Plan Form.
Refunds of Cash Payments
The Plan Administrator will refund cash payments if a written request is
received at least five business days prior to an Investment Date.
Purchase of Plan Shares
The number of Plan Shares purchased depends on the amount invested and the
purchase price. Each Participant's account will be credited with that number
of Plan Shares, including fractions computed to four decimal places, equal to
the total amount he invested divided by the purchase price for that Investment
Date.
Purchased Plan Shares will be credited as of the Investment Date. Common
Stock certificates deposited with the Plan by Participants will be credited
promptly upon receipt by the Plan Administrator.
The purchase price of Plan Shares will be the average of the three closing
ask prices for Common Stock on the over-the-counter market for the three
trading days prior to the Investment Date as quoted on NASDAQ (the National
Association of Securities Dealers Automated Quotation System). The purchase
price for Participants will not necessarily be the same price paid by the
Independent Agent for Common Stock purchased on the open market. To the extent
that the purchase price exceeds the weighted average cost to the Independent
Agent, the excess will be used to cover the costs of Plan administration and,
if any remains thereafter, become net proceeds to the Company. To the extent
that the Participant's purchase price is less than the weighted average cost of
Common Stock purchased on the open market by the Independent Agent, the Company
will make up the difference.
Under the Plan, Participants do not have the ability to order the purchase
of a specified number of shares or the purchase of shares at a specified price
or on a particular date, as could be done by means of purchasing shares through
a broker.
Sale of Plan Shares
Participants may sell all or part of their Plan Shares by use of an
Investment Statement Form or Authorization Form.
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Sales for Participants are made as soon as practicable. Requests to sell
Plan Shares will be aggregated and processed at least once a week by the
Independent Agent in its sole discretion. Sales will be made at prevailing
market prices.
When a Participant sells Plan Shares, the price per share the Participant
receives will be the average price from all Plan Shares sold by the Independent
Agent during the applicable sales period, less brokerage commission fees of
$.05 per share and a transaction fee of $5.00.
Stock Certificates
All Plan Shares will be held by the Plan Administrator. Participants may
obtain, at any time and without charge, a certificate for all or part of their
Plan Shares by using the Investment Statement Form. Certificates for
fractional shares will not be issued under any circumstances. A Participant
who wishes to pledge Plan Shares must withdraw those shares.
Certificate Safekeeping
A Participant may deposit Common Stock certificates ("deposited shares")
into the Plan by sending them with a properly completed Investment Statement
Form or an Authorization Form. Do NOT endorse the certificates. Some of the
advantages of depositing certificates are:
- Protection against the cost of replacing stock certificates which may
otherwise be lost, stolen or destroyed.
- Deposited shares are treated in the same manner as other Plan Shares
and may be conveniently sold or transferred through the Plan.
- Dividends on deposited shares will continue to be treated the same as
before deposit unless changed by the Participant.
Transfer of Plan Shares
If Participants wish to change the ownership of all or part of their Plan
Shares through gift, private sale or otherwise, they may effect transfer by
mailing a properly executed stock power, along with a letter of instruction, to
the Plan Administrator. A request for transfer is subject to the same
requirements applicable to the transfer of Common Stock certificates including
the requirement of an approved signature-guarantee medallion on the stock
power. The Plan Administrator will provide a form of stock power upon request.
No certificate for Plan Shares transferred to another person will be
issued unless requested. Otherwise, if the transferee is not a Participant, an
account will be opened in the Plan for him. Both the requesting Participant
and the transferee will be sent confirmation. In addition, if the transferee
is a new shareholder, he will be sent a complete shareholder package.
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Termination of Participation
A Participant may use the Investment Statement Form to terminate
participation at any time.
No termination will be processed between the 5th and 15th of February,
May, August and November.
Statements to Participants
Investment Statements will be mailed after the 15th of each month to any
Participant having a Plan transaction that month. These statements should be
retained for income tax purposes.
In addition, each Participant will receive copies of communications sent
to all Common Shareholders.
Participant Questions, Requests, Etc.
To request New Account Enrollment Forms, or copies of this Prospectus,
call toll free 1-800-649-1856.
Participants should direct all questions, requests for other forms, all
completed forms and all other Plan communications to:
Continental Stock Transfer & Trust Company
Attn: Shareholder Services
2 Broadway 19th Floor
New York, NY 10004
Toll Free Number 1-800-509-5586
Fax (212) 509-5152
Other Information
If a Participant sells or transfers all his Common Stock, other than Plan
Shares, his participation in the Plan will generally not be affected. Any Plan
account holding less than one whole share in such circumstance will be
terminated.
Any shares of Common Stock distributed as a result of a stock dividend or
stock split on Plan Shares and on Common Stock otherwise registered in the
Participant's name will be added to the Participant's Plan Shares.
Participants requiring a stock certificate can request one at any time.
Each Participant will be sent a Proxy and Proxy Statement to vote Plan
Shares.
Notwithstanding any other provision of the Plan, the Company reserves the
right to suspend, modify or terminate the Plan at any time. Notice of any such
suspension, modification or termination will be sent to all Participants.
Also, the Plan Administrator may, by written notice, terminate an individual's
participation in the Plan at any time.
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DESCRIPTION OF COMMON STOCK
The Company's authorized capital stock consists of 20,000,000 shares of
Common Stock and 500,000 shares of Cumulative Preferred Stock, issuable in
series.
At March 5, 1997, the outstanding Common Stock consisted of approximately
12,400,000 shares and the outstanding Preferred Stock consisted of
approximately 6,000 shares of Convertible Cumulative Preferred Stock. Each
share of Convertible Preferred Stock is currently convertible into about 4
shares of Common Stock.
Subject to the rights of Preferred Stockholders to receive full quarterly
dividends, Common Stockholders are entitled to receive dividends when declared
by the Board of Directors in its discretion.
Common Stockholders generally have exclusive voting rights.
Common Stock is traded in the over-the-counter market and is quoted on the
NASDAQ National Market System under the symbol SMGS. In addition to acting as
Plan Administrator, Continental acts as transfer agent and registrar for all of
the Company's stock.
FEDERAL INCOME TAX MATTERS
A Participant will be treated for Federal income tax purposes as having
received, on the Dividend Payment Date, the full amount of his Dividends
whether or not he reinvests Dividends.
For a foreign Participant whose Dividends are subject to United States
income tax withholding or a Participant subject to backup withholding,
Dividends reinvested will reflect a reduction for the amount of tax required to
be withheld.
A Participant will not realize any taxable income when he receives
certificates for whole Plan Shares. However, a Participant who receives a cash
adjustment for a fraction of a Plan Share will realize a gain or loss with
respect to such fraction. Gain or loss will also be realized by the
Participant when he sells Plan Shares. The amount of such gain or loss will be
the difference between the amount which the Participant receives and his tax
basis for the Plan Shares sold.
Participants should retain all Investment Statements because they are the
only record of transaction prices for Plan Shares.
The information set forth above is a summary of federal tax law only and
does not purport to be a complete description of all tax matters regarding
participation in the Plan. The description may be affected by future
legislation, IRS rulings and regulations, or court decisions. In addition, the
taxation of foreign shareholders, except as noted, is not discussed in this
Prospectus. Participants should consult with their own tax advisors with
respect to any tax questions about their participation in the Plan.
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USE OF PROCEEDS
The Company may, from time to time, sell newly issued Common Stock to the
Plan to generate new equity capital in lieu of the Independent Agent making
open market purchases. Otherwise, net proceeds to the Company from operation
of the Plan are expected to be minimal. Any net proceeds will be used for the
Company's general corporate purposes including corporate purposes of one or
more subsidiaries. The Company cannot estimate the amount of net proceeds that
it will receive.
Currently, the Independent Agent purchases Common Stock in the open market
to become Plan Shares. The Company will not sell newly issued Common Stock to
the Plan unless its Board of Directors (or its chief financial officer) makes a
determination that the Company needs additional capital or some other clearly
valid reason makes such sales appropriate. The Company does not expect to
change the source of Plan Shares frequently.
EXPERTS
The Financial Statements and schedules included in the Company's Annual
Report on Form 10-K for the year ended December 31, 1995, which are
incorporated by reference in this Prospectus, have been audited by Arthur
Andersen LLP, independent public accountants, as indicated in their report with
respect thereto, and are incorporated herein by reference in reliance upon the
authority of said firm as experts in giving said report.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following statement sets forth the estimated amounts of expenses,
other than underwriting discounts and commissions, to be borne by the Company
in connection with the distribution of the shares offered hereby:
Securities and Exchange Commission Registration Fee........ $11,000
Printing Expenses.......................................... 40,000
Accounting Fees and Expenses............................... 2,000
Legal Fees and Expenses.................................... 5,000
Miscellaneous Expenses..................................... 16,000
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Total Estimated Expenses........................ $74,000
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Item 15. Indemnification of Directors and Officers.
The Bylaws of the Company provide that Directors and Officers, former
Directors and Officers, their heirs, executors and administrators are generally
entitled to indemnification to the extent and under the circumstances permitted
by law including, where permitted and upon satisfaction of any undertaking
required, advance of expenses.
The Michigan Business Corporation Act provides in connection with the
indemnification of officers and directors of Michigan corporations (and persons
acting on behalf of a Michigan corporation as director, officer, employee or
agent of another business entity) as follows:
(a) In actions other than by or in the right of the corporation,
corporate power to indemnify against expenses (including attorneys' fees),
judgments, penalties, fines and amounts paid in settlement, actually and
reasonably incurred, if the director or officer acted in good faith and in
a manner he reasonably believed to be in and not opposed to the best
interests of the corporation or its shareholders (or if a criminal
proceeding, had no reasonable cause to believe his conduct was unlawful)
(Section 561).
(b) In actions by or in the right of the corporation, corporate
power to indemnify against expenses (including attorneys' fees), and
amounts paid in settlement if the director or officer acted in good faith
and in a manner he reasonably believed to be in and not opposed to the
best interests of the corporation or its shareholders, except that no
indemnification may be made if such person shall have been found liable to
the corporation (unless a court determination is made that such person is
fairly and reasonably entitled to such indemnification) (Section 562).
II-1
<PAGE>
(c) A right to indemnification against expenses (including
attorneys' fees), incurred in the event the director or officer has been
successful on the merits or otherwise in defense of any such actions or
incurred in a proceeding brought to enforce this right of indemnification
(Section 563).
(d) The indemnification or advancement of expenses provided under
the above-discussed Sections is not exclusive of other rights to which a
person seeking indemnification or advancement of expenses may be entitled
under the Articles of Incorporation, Bylaws, or a contractual agreement.
However, the total amount of expenses advanced or indemnified from all
sources combined shall not exceed the amount of actual expenses incurred
by the person seeking indemnification or advancement of expenses (Section
565).
Section 567 of the Michigan Business Corporation Act provides for
corporate power to purchase and maintain insurance on behalf of directors and
officers (including persons acting as a director, officer, employee or agent of
another business entity on behalf of the corporation) against any liability due
to such status, whether or not the corporation would have power to indemnify
such person against such liability. The Company provides such insurance.
Item 16. Exhibits.
<TABLE>
<CAPTION>
Filed
---------------------
Exhibit By
No. Description Herewith Reference
- ------- ----------- -------- ---------
<S> <C> <C> <C>
1 Underwriting Agreement. NA NA
2 Plan of acquisition, reorganization,
arrangement, liquidation, or succession. NA NA
4 Instruments defining common shareholder
rights.
4(a)(1) Articles of Incorporation of Southeastern
Michigan Gas Enterprises, Inc.
("Enterprises"), as restated
July 11, 1989.(a) x
4(a)(2) Certificate of Amendment to Article III
of the Articles of Incorporation dated
May 16, 1990.(b) x
4(b) Bylaws of Enterprises--last revised
March 1, 1995.(c) x
5 Opinion re: legality.(e) x
8 Opinion re: tax matters.(e) x
12 Statement re: computation of ratios. NA NA
15 Letter re: unaudited interim financial
information. NA NA
23 Consent of Arthur Andersen LLP.(e) x
24 Power of Attorney.(e) x
25 Statement of eligibility of trustee. NA NA
26 Invitation for bids. NA NA
27 Financial Data Schedule.(d) x
99 Additional Exhibits. NA NA
</TABLE>
II-2
<PAGE>
Key to Exhibits Incorporated by Reference
(a) Filed with Enterprises' Form 10-K for 1989, dated March 29, 1990,
File No. O-8503.
(b) Filed with Enterprises' Form 10-K for 1990, dated March 28, 1991,
File No. O-8503.
(c) Filed with Enterprises' Form 10-K for 1994, dated March 28, 1995,
File No. O-8503.
(d) Filed with Enterprises' Form 10-Q for the quarter ended
September 30, 1996, File No. O-8503.
(e) Filed with Enterprises' Form S-3, dated December 27, 1996,
Registration No. 333-18927.
II-3
<PAGE>
Item 17. Undertakings.
(a) 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:
(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;
(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.
(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.
(b) 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 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in
the 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.
(h) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to any charter provision, bylaw, contract,
arrangement, statute, or otherwise, the Company has been advised 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. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or
paid by a director, officer, or controlling person of the Company in the
successful defense of any such action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the Company 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.
Item 18. Financial Statements and Schedules.
Not applicable.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Southeastern
Michigan Gas Enterprises, Inc. certifies that it has reasonable grounds to
believe that it meets all the requirements for filing on Form S-3 and has duly
caused this registration statement or amendment thereto to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Port Huron
and State of Michigan, on the 5th day of March, 1997.
SOUTHEASTERN MICHIGAN GAS ENTERPRISES, INC.
By William L. Johnson
------------------------------------------
President and C.E.O.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement or amendment thereto has been signed below by the
following persons in the capacities indicated on March 5, 1997.
Signature Title
William L. Johnson President (Director and Principal Executive
- -------------------------------- Officer)
Robert F. Caldwell Executive Vice President (Principal
- -------------------------------- Financial and Accounting Officer)
Frank G. Andreoni* Director
- --------------------------------
Daniel A. Burkhardt* Director
- --------------------------------
Edward J. Curtis* Director
- --------------------------------
John T. Ferris* Director
- --------------------------------
Michael O. Frazer* Director
- --------------------------------
Harvey I. Klein* Director
- --------------------------------
Frederick S. Moore* Director
- --------------------------------
Edith A. Stotler* Director
- --------------------------------
Donald W. Thomason* Director
- --------------------------------
*By William L. Johnson
----------------------------
Attorney-in-fact
II-5
<PAGE>
SOUTHEASTERN MICHIGAN GAS ENTERPRISES, INC.
Registration Statement on Form S-3
Exhibit Index
<TABLE>
<CAPTION>
Filed
---------------------
Exhibit By
No. Description Herewith Reference
- ------- ----------- -------- ---------
<S> <C> <C> <C>
1 Underwriting Agreement. NA NA
2 Plan of acquisition, reorganization,
arrangement, liquidation, or succession. NA NA
4 Instruments defining common shareholder
rights.
4(a)(1) Articles of Incorporation of Southeastern
Michigan Gas Enterprises, Inc.
("Enterprises"), as restated
July 11, 1989.(a) x
4(a)(2) Certificate of Amendment to Article III
of the Articles of Incorporation dated
May 16, 1990.(b) x
4(b) Bylaws of Enterprises--last revised
March 1, 1995.(c) x
5 Opinion re: legality.(e) x
8 Opinion re: tax matters.(e) x
12 Statement re: computation of ratios. NA NA
15 Letter re: unaudited interim financial
information. NA NA
23 Consent of Arthur Andersen LLP.(e) x
24 Power of Attorney.(e) x
25 Statement of eligibility of trustee. NA NA
26 Invitation for bids. NA NA
27 Financial Data Schedule.(d) x
99 Additional Exhibits. NA NA
</TABLE>
Key to Exhibits Incorporated by Reference
(a) Filed with Enterprises' Form 10-K for 1989, dated March 29, 1990,
File No. O-8503.
(b) Filed with Enterprises' Form 10-K for 1990, dated March 28, 1991,
File No. O-8503.
(c) Filed with Enterprises' Form 10-K for 1994, dated March 28, 1995,
File No. O-8503.
(d) Filed with Enterprises' Form 10-Q for the quarter ended
September 30, 1996, File No. O-8503.
(e) Filed with Enterprises' Form S-3, dated December 27, 1996,
Registration No. 333-18927.
