Filed pursuant to Rule 424 (b)(1). Registration Statement No. 33-56689.
PROSPECTUS
DELTA NATURAL GAS COMPANY, INC.
DIVIDEND REINVESTMENT AND
STOCK PURCHASE PLAN
Common Stock
($1 par value)
_______________
As more fully set forth herein, the Dividend Reinvestment and Stock
Purchase Plan (the "Plan") of Delta Natural Gas Company, Inc. ("Delta" or the
"Company") provides participants with a simple and convenient method of
purchasing shares of the Company's Common Stock $1 par value ("Common Stock")
without payment of any brokerage commission. Any non-shareholder of the
Company who is a resident of the state of Kentucky and who has a Kentucky
mailing address ("Non-Shareholder") or any holder of record of the Company's
Common Stock ("Shareholder") may join the Plan.
Shareholders may join the Plan by completing necessary documentation
("Authorization Form"). Non-Shareholders may join the plan by making an
initial investment ("Initial Investment") of at least $100 in the Plan and
completing an Authorization Form.
Participants in the Plan may:
(i) elect to reinvest all cash dividends declared on their Common
Stock,
(ii) elect to reinvest a percentage of each cash dividend declared
on their Common Stock or
(iii) elect to reinvest up to a specified dollar amount of the cash
dividend declared on their Common Stock.
Participants may also make optional cash payments ("Optional
Investments") of not less than $25 per payment nor more than $50,000 per
calendar year.
Participants may withdraw from the Plan at any time.
The price of shares purchased by participants will be the average final
transaction price as reported on the National Association of Securities
Dealers Automated Quotation ("NASDAQ") National Market System for the period
of five consecutive trading days ending on the "Pricing Date". For shares
purchased as Initial Investments or Optional Investments, the monthly Pricing
Date is the day in the month on which dividends are paid, and if no dividends
are paid in the month the Pricing Date is the 15th day of the month. For
reinvested dividends, the Pricing Date is the day dividends are paid.
This prospectus relates to 200,000 authorized and unissued shares of
Common Stock of the Company available for purchase under the Plan. It is
suggested that this Prospectus be retained for future reference.
The Company will deliver with this Prospectus to each person to whom the
Prospectus is given or sent the Company's latest Annual Report to
Shareholders and latest Quarterly Report on Form 10-Q.
_______________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE 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 December 21, 1994.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "Exchange Act") and, in accordance
therewith, files reports and other information with the Securities and
Exchange Commission (the "Commission"). Reports, proxy statements and other
information filed by the Company can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549; and at the Commission's Regional
Offices located at Northwestern Atrium Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661; and 75 Park Place, 14th Floor, New York, New
York 10007. Copies of such materials also can be obtained from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549, upon payment of the prescribed fees.
The Company has filed with the Commission in Washington, D.C., a
registration statement on Form S-2 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act"), with respect to
the securities offered hereby. This Prospectus does not contain all of the
information set forth in the Registration Statement and the exhibits thereto,
as permitted by the rules and regulations of the Commission. For further
information with respect to the Company and the securities offered hereby,
reference is made to the Registration Statement and the exhibits filed
therewith, copies of which may be obtained from the Commission as specified
above. Statements contained in this Prospectus as to the contents of the
Plan or any other document are not necessarily complete, and in each
instance, reference is made to the copy of the Plan or such document filed as
an exhibit to the Registration Statement, each such statement being qualified
in its entirety by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission under
the Exchange Act are hereby incorporated by reference in this Prospectus:
(i) the Company's Annual Report on Form 10-K for the year ended June 30,
1994, (ii) the Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1994 (iii) the Company's 1994 Annual Report to shareholders,
and (iv) all documents subsequently filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of the
offering of the Common Stock.
Any statement contained in a document incorporated herein by reference
shall be deemed superseded by an inconsistent statement contained herein or
in any other document incorporated herein by reference that bears a later
date, to the extent of such inconsistency.
The Company will provide, without charge, to each person, including any
beneficial owner, to whom a copy of this Prospectus is delivered, upon the
written or oral request of any such person, a copy of any or all documents
incorporated by reference herein (without exhibits other than exhibits
specifically incorporated by reference into such documents). Requests should
be directed to: John F. Hall, Vice President - Regulatory Matters and
Treasurer, Delta Natural Gas Company, Inc., 3617 Lexington Road, Winchester,
Kentucky 40391, telephone number (606) 744-6171, FAX number (606) 744-6552.
THE COMPANY
Delta is engaged primarily in the distribution and transmission of
natural gas and serves approximately 32,000 customers in central and
southeastern Kentucky. Additionally, Delta transports gas to interconnected
pipelines and industrial customers. The Company also owns and operates
certain oil and gas production properties.
Delta was incorporated under Kentucky law in 1949. Its principal
executive offices are located at 3617 Lexington Road, Winchester, Kentucky
40391, its telephone number is (606) 744-6171 and its FAX number is (606) 744-
6552.
Unless the context requires otherwise, references to Delta include
Delta's wholly-owned subsidiaries, Delta Resources, Inc. ("Resources"),
Delgasco, Inc. ("Delgasco"), Deltran, Inc. ("Deltran") and Enpro, Inc.
("Enpro"). Resources buys gas and resells it to industrial customers on
Delta's system and to Delta for system supply. Delgasco buys gas and resells
it to Resources and to customers not on Delta's system. Deltran was formed
to engage in potential pipeline projects under consideration and presently is
inactive. Enpro owns and operates existing production properties and
undeveloped acreage. Delta and its subsidiaries are managed by the same
officers.
DESCRIPTION OF THE PLAN
The Plan was adopted by the Board of Directors of the Company on
November 17, 1994, as an amendment to and complete restatement of the former
Delta Natural Gas Company, Inc. Dividend Reinvestment and Stock Purchase
Plan. The amended and restated Plan will be effective on January 1, 1995.
An order of the Kentucky Public Service Commission authorizing the issuance
by the Company of up to 200,000 shares of Common Stock pursuant to the Plan
was entered on November 11, 1994.
The Company is offering to Shareholders and Non-Shareholders the
opportunity to purchase shares of its Common Stock pursuant to the Plan. The
Plan is described in the following 28 numbered questions and answers.
Purpose
1. What is the purpose of the Plan?
The purpose of the Plan is to provide Shareholders and Non-Shareholders
with a simple, convenient and economical means of purchasing shares of the
Company's Common Stock and reinvesting cash dividends in additional shares of
Common Stock without any associated brokerage commissions or service charges.
Advantages
2. What are the advantages of participation in the Plan?
Part or all of cash dividends paid on all shares of Common Stock
registered in the participant's name can be automatically reinvested in
shares of Common Stock.
For those residing in Kentucky and having a Kentucky mailing address
that are not already Shareholders of the Company, they may become
participants in the Plan by making an Initial Investment of as little as
$100.
Participants may make Optional Investments as cash payments (including
their Initial Investment) of up to $50,000 per calendar year.
Investors do not pay any brokerage commissions or service charges in
connection with purchases under the Plan.
Funds will be fully invested because the Plan permits fractions of
shares to be credited to participants' accounts.
Regular statements of account will provide to participants a record of
each transaction to simplify their recordkeeping.
Administration
3. Who administers the Plan, and what are the administrator's
responsibilities?
The Plan is administered by the Dividend Reinvestment Plan Committee
(the "Committee"), which is appointed by the Board of Directors of the
Company. The Committee determines the rights of participants in accordance
with the Plan. It may adopt such rules and regulations as it deems
appropriate to promote the objectives of the Plan.
The designated agent under the Plan is Liberty National Bank and Trust
Company of Kentucky, Louisville, Kentucky (the "Agent"). The Agent is
responsible for investing participants' funds and keeping continuous records
of participants' accounts. At least quarterly, the Agent will send
participants statements of accounts that show the shares credited to the
participants' accounts. The Agent also will perform other duties for Plan
participants as needed.
The Agent will act as custodian of shares purchased under the Plan and
will hold certificates representing such shares. This will relieve
shareholders of the responsibility for the safekeeping of multiple
certificates for shares purchased and protect against loss, theft or
destruction of stock certificates. Certificates for any number of whole
shares credited to each account under the Plan will, however, be issued to
participants upon written request to the Agent. Any remaining whole and
fractional shares will continue to be credited to each participant's account.
Certificates for fractional shares will not be issued.
When pursuant to the written request of a participant, certificates
representing shares held by the Plan are issued to the participant, the
participant will become the record holder of such shares, but the subsequent
dividends paid on such issued shares will continue to be subject to the
dividend reinvestment option chosen by the participant.
4. How are administrative costs of the Plan to be paid?
All costs of administration of the Plan are paid by the Company.
Participation
5. Who is eligible to participate in the Plan?
Shareholders or Non-Shareholders may become participants in the Plan.
6. How does one become a participant?
Any Shareholder may join the Plan by completing an Authorization Form
and returning it to the Agent, (Liberty National Bank and Trust Company of
Kentucky, 416 West Jefferson Street, Louisville, Kentucky 40202 Attention:
Corporate Trust Operations). Authorization Forms will be furnished to
Shareholders at any time upon request to the Agent or the Company. If,
however, a Shareholder's shares are held in a registered name other than
their own, such as in the name of a broker, bank nominee or trustee, the
participation in the Plan by such Shareholder ("beneficial owner") requires
that such Shareholder either (i) take steps to become a record owner of the
shares or (ii) join the Plan through an Initial Investment (as described in
the following paragraph).
A Non-Shareholder may join the Plan by making an Initial Investment and
similarly completing and returning an Authorization
Form to the Agent. The minimum Initial Investment is $100, and the maximum
Initial Investment is $50,000.
7. When may one join the Plan?
Any Shareholder may join the Plan at any time, subject to the following.
If the Agent receives the Authorization Form from any Shareholder on or
before the record date for payment of a cash dividend (dividend record dates
normally have been approximately the last day of February, May, August and
November), that dividend will be used by the Agent to buy shares of Common
Stock for that Shareholder's account under the Plan to the extent requested
by the Shareholder. If the Authorization Form is received by the Agent after
any record date, such participation in the Plan will begin with the cash
dividend payment following the next record date.
Non-Shareholders may also join the Plan at any time, subject to the
following. Any Initial Investment received by the Agent five days or more
prior to the next "Pricing Date" shall be invested by the Agent on the next
Pricing Date. Any Initial Investment received by the Agent less than five
days prior to the next Pricing Date shall not be invested by the Agent until
the Pricing Date in the next month. In any month in which the Company pays
dividends, the Pricing Date for that month shall be the day such dividends
are paid. In all other months, the Pricing Date shall be the fifteenth
(15th) day of the month, or if that day is not a business day, the following
business day shall be the Pricing Date.
Purchases
8. What investments are available under the Plan?
For Initial Investments, the Authorization Form authorizes the Agent to
purchase Common Stock for the participant's account in the amount of the
payment received by the Agent for such Initial Investment. The minimum
Initial Investment is $100, and the maximum Initial Investment is $50,000.
The total Initial Investment and Optional Investment that a participant may
make in any calendar year is $50,000.
For dividend reinvestments, the Authorization Form provides for the
purchase of additional shares of the Company's Common Stock through any of
the following options offered under the Plan for dividend reinvestment:
i. Full Dividend Reinvestment - Participants may reinvest all cash
dividends on all shares of Common Stock then or subsequently registered in
the participant's name.
ii.Percentage Dividend Reinvestment - Participants may reinvest in
accordance with the Plan a percentage specified by the participant of all
cash dividends on all shares of the Company's Common Stock then or
subsequently registered in the participant's name. The remainder of all such
cash dividends, after the percentage specified by the participant to be
reinvested is deducted, will be sent directly to the participant; or
iii.Fixed Amount Dividend Reinvestment - Participants may reinvest a precise
dollar amount in each dividend period for any cash dividend on all shares of
the Company's Common Stock then or subsequently registered in the
participant's name. In each dividend period cash dividends on all shares of
the Company's Common Stock which are registered to the participant,up to the
dollar amount specified by the participant for that dividend period, will be
reinvested according to the terms and conditions of this Plan. Any excess of
the cash dividend over the amount which the participant has directed to be
reinvested will be sent directly to the participant. If the cash dividend on
all shares of the Company's Common Stock which are registered to a
participant when a cash dividend is declared is less than the dollar amount
which the participant has directed be reinvested in that dividend period,the
entire cash dividend on all shares of the Company's Common Stock which are
then registered to a participant will be reinvested.
All cash dividends on shares (including fractional shares) credited
to a participant's account under the Plan will automatically be
reinvested in additional shares of Common Stock pursuant to the
investment option selected in the participant's Authorization Form.
Under the terms of the Plan, each participant may make Optional
Investments in the Common Stock of the Company, and the Authorization Form so
provides. Optional Investments must be made in cash and must be at least
$25 per payment. The total Optional Investments and Initial Investments in
any calendar year shall not exceed $50,000. Optional Investment payments
will be invested by the Agent in the Common Stock of the Company at a price
determined as described in Question 10.
9.When will funds be invested under the Plan?
Cash dividends, Initial Investments and Optional Investments are
invested by the Agent on the respective Pricing Dates for such investments.
For cash dividends, the Pricing Date shall be the date the Company
pays its cash dividends, and all cash dividends for which dividend
reinvestment is authorized are automatically reinvested as of that date.
Pricing Dates for Initial Investments and Optional Investments
shall be monthly. In any month in which the Company pays dividends, the
Pricing Date for Initial Investments and Optional Investments for that month
shall be the date the Company pays its dividends. In each other month, the
Pricing Date for Initial Investments and Optional Investments shall be the
fifteenth (15th) day of the month or, if that day is not a business day, the
next business day. Any Initial Investments or Optional Investments received
by the Agent less than five (5) days prior to the Pricing Date shall not be
invested until the Pricing Date of the next month.
NO INTEREST IS PAID ON INITIAL INVESTMENTS OR OPTIONAL INVESTMENTS
RECEIVED AND HELD BY THE AGENT PENDING INVESTMENT.
10. What is the purchase price of the shares?
The price of Common Stock purchased under this Plan will be the
average of the final transaction price of the Company's Common Stock as
reported on the NASDAQ National Market System during the period of the five
(5) trading days most immediately preceding and ending on the Pricing Date
(or the five (5) trading days most immediately preceding the Pricing Date, if
the market is closed on the Pricing Date), except that shares will not be
issued for less than their par value of one dollar ($1.00) per share.
11. How many shares will be purchased for the participant?
Payments made as Initial Investments or as Optional Investments, as
well as cash dividends on shares of Common Stock registered in a
participant's name, as such participant may direct, and on shares (including
fractional shares) credited to the participant's account under the Plan, will
be used to purchase shares of Common Stock for the participant's account.
The number of shares, including fractional shares, so purchased will depend
on the amounts of Initial Investments, Optional Investments and dividends
available to the Agent for investment on behalf of the participant and will
depend on the price of the shares as described in Question 10. The amount of
Optional Investments made by participants may vary from month to month, and
participants have no obligation to make Optional Investments each month.
12. Can a participant order the purchase of a specific number of shares
when submitting an Optional Investment?
No. All Optional Investments received at least five business days
prior to the Pricing Date are used to purchase full and fractional shares on
the Pricing Date. Because the Optional Investment must be received before
the purchase price is known, the amount of cash necessary to purchase a
specific number of shares cannot be determined.
Reinvestment of Dividends
13. Will cash dividends on shares purchased as Optional Investments, Initial
Investments or dividend reinvestments be sent to the participant?
Shares purchased with Optional Investments, Initial Investments or
dividend reinvestments will be held in the participant's account under the
Plan, unless the participant in writing requests the Agent to issue
certificates for such shares of Common Stock. All cash dividends on such
shares of Common Stock held in a participant's account under the Plan are
reinvested automatically in additional shares of Common Stock pursuant to the
reinvestment option selected by the participant on the Authorization Form.
Source of Shares Purchased
14. What is the source of shares purchased under the Plan?
Shares purchased under the Plan will come from the authorized but
unissued shares of Common Stock of the Company.
Reports
15. What reports will be sent to participants?
All participants will receive a statement of their account as soon
as practicable after each calendar quarter. These statements are the
participants' continuing record of the cost of the participants' purchases
and should be retained for income tax purposes. Participants will continue to
receive the same communications as every other shareholder, including the
Quarterly Reports to Shareholders, the Annual Report to Shareholders and the
Notice of Annual Meeting and Proxy Statement.
Changing Participation
16. How can a participant terminate participation or change investment
options in the Plan?
A participant can terminate participation in the Plan at any time
by written notice to:
LIBERTY NATIONAL BANK AND TRUST COMPANY OF KENTUCKY
416 West Jefferson Street
Louisville, Kentucky 40202
Attention: Corporate Trust Operations
Such notice is effective on the date it is received by the Agent,
provided the notice is received by the Agent at least 15 days prior to the
next dividend record date. If notice to terminate is received by the Agent
less than 15 days prior to the next dividend record date, that dividend is
reinvested according to the terms of the Plan, and the termination notice
takes effect immediately after the payment date of that dividend. All
subsequent dividends are paid directly to the shareholder unless the
shareholder re-enrolls in the Plan.
A participant may change investment options by completing a new
Authorization Form and returning it to the Agent.
17. When participants withdraw from the Plan, can the participants
receive cash for all or any portion of the shares credited to their account?
A cash payment will be made to participants only for any fraction
of a share credited to their account. Certificates for whole shares credited
to the participant's account will be sent to the participant, and no cash
payment will be made with respect to such whole shares.
18. When may an investor rejoin the Plan?
Generally, an investor may again become a participant at any time.
However, the Agent reserves the right to reject any Authorization Form from a
previous participant on grounds of excessive joining and termination. Such
reservation is intended to minimize administrative expenses and to encourage
use of the Plan as a long-term shareholder investment service.
Rights Offerings, Stock Dividends and Splits
19. What happens if the Company makes a rights offerings, issues a stock
dividend or declares a stock split?
In the event the Company makes a rights offering of any of its
securities to shareholders of common stock, the Agent will promptly sell on
the open market the rights attributable to all of the shares held in
participants' Plan accounts. The Agent will then credit each participant's
Plan account with their proportionate share of the proceeds of that sale, and
those proceeds will be invested as Optional Investments on the next Pricing
Date. All participants will be notified by the Company of any such rights
offering. Therefore, any participants who wish to exercise their rights will
be required to instruct the Agent to withdraw the participant's Plan shares
from the Plan prior to the record date for the rights distribution.
Any shares distributed by the Company as a stock dividend or a
stock split on shares (including fractional shares) credited to a
participant's account under the Plan, or upon any split of such shares, will
be credited to the participant's account. Stock dividends or splits
distributed on all other shares held by a participant and registered in the
participant's name individually will be mailed directly to the participant.
Participants' Sales of Shares
20. What happens when participants sell or transfer all of the shares
registered in their names other than shares credited to their accounts under
the Plan?
If participants dispose of all the shares registered in their
names, exclusive of shares credited to their accounts under the Plan, the
Agent will continue to reinvest the cash dividends on the shares held in
their accounts under the Plan until otherwise notified in writing.
21. May shares held in a participant's Plan account be transferred
directly to the Plan accounts of others?
Yes. A participant may transfer shares held in their Plan account directly
to an existing or newly established Plan account of any other person. Prior
to such transfer, the Agent will require appropriate documentation for such
transfer and, if applicable, the establishment of the new Plan account for
the transferee.
Taxes
22. What are the Federal income tax consequences of participation in the
Plan?
The Company believes that the Federal income tax consequences of
participating in the Plan will be as follows:
(1) Participants will be treated for Federal income tax purposes as
having received, on the dividend payment date, a dividend in an amount equal
to the fair market value of the shares acquired from the Company with
reinvested dividends. Fair market value for such purpose will be the average
of the high and low sale prices for the Common Stock on the dividend payment
date (the Pricing Date), and not the five-day average used to calculate the
purchase price under the Plan. Participants who purchase shares with Initial
Investments or Optional Investments will be treated as having received a
taxable dividend on the date of purchase equal to the difference between the
fair market value of such shares, determined under the rule set forth in the
preceding sentence, and the amount paid for them.
(2) The fair market value determined as set forth in paragraph (1) will
be the tax basis for determining gain or loss upon any subsequent sale of
shares.
(3)A participant's holding period for shares acquired pursuant to the
Plan will begin on the day following the credit of such shares to such
participant's account.
In the case of participants who elect to have their dividends reinvested
and whose dividends are subject to United States income tax withholding, the
Agent will reinvest an amount equal to the dividends of such participants,
less the amount of tax required to be withheld. The statements confirming
purchases made for such participants will indicate the net dividend payment
reinvested.
23. What information will be provided to participants for income tax
purposes?
As previously indicated under Question 15, participants will receive
statements as to the transactions in their Plan accounts. These statements
should be retained for income tax purposes.
24. Should participants consult with their own tax advisors?
Yes. Participants should consult with their own tax advisors for more
information regarding the Federal, state and local tax consequences of
participation in the Plan.
Voting
25. How will a participant's shares held under the Plan be voted at meetings
of shareholders?
All shares owned by a participant may be voted by the participant
in the same manner as shareholders not participating in the Plan.
Other Matters
26. What is the responsibility of the Company under the Plan?
In administering the Plan, the Company is not liable for any act
done in good faith, or for any omission to act in good faith, including,
without limitation, any claim of liability arising out of failure to
terminate a participant's account upon such participant's death prior to the
receipt of notice in writing of such death.
Participants should recognize that the Company cannot assure them
of a profit or protect them against a loss on shares purchased by them under
the Plan.
27. Who interprets and regulates the Plan?
The Dividend Reinvestment Plan Committee, which is appointed by the
Board of Directors of the Company, interprets and regulates the Plan.
28. May the Plan be modified or discontinued?
The Dividend Reinvestment Plan Committee may adopt such rules and
regulations as it deems appropriate to promote the objectives of the Plan.
The Company has the unqualified right to suspend or terminate the Plan at any
time. Notice of any suspension, amendment or termination of the Plan will be
provided to all participants by the Company 30 days prior to effectiveness.
PRICE RANGE OF COMMON STOCK AND DIVIDENDS
Delta has paid cash dividends on its Common Stock each year since
1964. While it is the intention of the Board of Directors to continue to
declare dividends on a quarterly basis, the frequency and amount of future
dividends will depend upon the Company's earnings, financial requirements and
other relevant factors. There were 2,235 record holders of Delta's common
stock as of October 3, 1994.
Delta's common stock is traded in the National Association of
Securities Dealers Automated Quotation (NASDAQ) National Market System. The
accompanying table reflects the high and low sales prices during each quarter
as reported by NASDAQ and the quarterly dividends declared per share.
Range of Stock Prices($) Dividends
Quarter High Low Per Share($)
Fiscal 1995
First 20 17 1/2 .28
Second * 18 15 3/4 .28
Fiscal 1994
First 22 1/4 18 3/4 .275
Second 23 1/2 21 .275
Third 21 3/4 19 .275
Fourth 20 1/2 17 1/4 .28
Fiscal 1993
First 18 1/2 15 1/2 .27
Second 18 1/2 17 1/4 .27
Third 19 1/2 17 1/4 .27
Fourth 19 1/2 18 1/2 .275
* through November 28, 1994
INFORMATION PROVIDED WITH PROSPECTUS
The Company will deliver or cause to be delivered with this
Prospectus, to each person to whom the Prospectus is sent or given, the
Company's latest Annual Report to Shareholders and the latest Quarterly
Report on Form 10-Q.
USE OF PROCEEDS
The Company does not know the number of shares that actually will
be sold under the Plan or the prices thereof, but the Company intends to add
the proceeds it receives from sales to its general funds. Such proceeds will
be used for capital expenditures and for other general corporate purposes of
the Company. The Company is unable to estimate the amount of proceeds which
will be devoted to any specific purpose.
DESCRIPTION OF COMMON STOCK
Delta's Articles of Incorporation presently authorize the issuance
of 6,000,000 shares of Common Stock, par value $1 per share of which
1,846,349 were outstanding on November 1, 1994. Common shareholders are
entitled to such dividends as may be declared from time to time by the Board
of Directors.
All voting power resides in the Common Stock except (a) as
otherwise required by law and (b) subject to the power of the Board of
Directors to grant voting rights to any series of Preferred Stock, of which
312,500 shares are authorized but none is issued and outstanding. Cumulative
voting applies to the election of the Board of Directors. The Board of
Directors of the Company is divided into three classes, with the classes
serving staggered terms that normally are three-years and with one class
being elected at each annual meeting of the Company's shareholders. Except
with regard to the right to vote cumulatively for Directors, the holders of
Common Stock are entitled to cast one vote per share on each matter presented
to shareholders for vote.
The Company's Articles of Incorporation require an affirmative
shareholder vote of at least 80% of the outstanding shares entitled to vote
to effect certain mergers, consolidations, sales of assets, liquidations or
issuances of voting stock involving a holder of 10% or more of the Company's
voting stock, unless such transaction is approved by the Board of Directors
before the other party to the transaction becomes a 10% holder. Also, the
Articles of Incorporation provide that the number of Directors as fixed by
the By-laws can only be changed by at least such an 80% affirmative
shareholder vote or an affirmative vote of a majority of the Board of
Directors. Additionally, a Director can be removed without cause only with
an affirmative shareholder vote of 80% of the outstanding shares entitled to
vote.
In the event of liquidation, the owners of the Common Stock are
entitled to share pro-rata in any distribution, after payment of all debts
and obligations of the Company. There are no pre-emptive rights, conversion
rights, redemption provisions or sinking fund provisions applicable to the
Common Stock. The issued and outstanding shares of Common Stock, including
those offered hereby, are and will be fully paid and nonassessable.
The Registrar and Transfer Agent for Delta's Common Stock is
Liberty National Bank and Trust Company of Kentucky, 416 W. Jefferson Street,
Louisville, Kentucky 40202.
EXPERTS
The consolidated financial statements and schedules of the Company
incorporated by reference in this Prospectus and elsewhere in the
Registration Statement have been audited by Arthur Andersen LLP, independent
public accountants as indicated in their reports with respect thereto, and
are included herein in reliance upon the authority of said firm as experts in
giving said reports. Reference is made to said reports, which include an
explanatory paragraph with respect to the change in the method of accounting
for income taxes in fiscal 1994 as discussed in Note 1 to the consolidated
financial statements.
LEGAL OPINION
The validity of the Common Stock will be passed upon for the
Company by its special counsel, Stoll, Keenon & Park, 201 E. Main Street,
Suite 1000, Lexington, Kentucky 40507. Robert M. Watt III, a partner in
Stoll, Keenon & Park, is a Director of Delta. The partnership of Stoll,
Keenon & Park owns no stock in Delta. Attorneys in the firm of Stoll, Keenon
& Park who have participated in the firm's representation of Delta in
connection with the registration and offering of these securities and members
of such attorneys' immediate families own collectively approximately 4,658
shares of Delta's Common Stock.
No person is authorized to give any information or to make any
representation not contained in this Prospectus, and, if given or made, such
information or representation should not be relied upon as having been
authorized by the Company. 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 in which such offer or solicitation is not
authorized, or in which the person making such offer or solicitation is not
qualified to do so, or to any person to whom it is 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 the Company since the date hereof.
___________________
TABLE OF CONTENTS
Available Information . . .
Incorporation of Certain
Documents by Reference. .
The Company . . . . . . . .
Description of the Plan . .
Purpose . . . . . . . . .
Advantages. . . . . . . .
Administration. . . . . .
Participation . . . . . .
Purchases . . . . . . . .
Reinvestment of
Dividends . . . . . . .
Source of Shares
Purchased . . . . . . .
Reports . . . . . . . . .
Changing Participation. .
Rights Offerings, Stock
Dividends and Splits . .
Participants' Sales of
Shares. . . . . . . . .
Taxes . . . . . . . . . .
Voting. . . . . . . . . .
Other Matters . . . . . .
Price Range of Common
Stock and Dividends . . .
Information Provided with
Prospectus. . . . . . . .
Use of Proceeds . . . . . .
Description of Common
Stock . . . . . . . . . .
Experts . . . . . . . . . .
Legal Opinion . . . . . . .
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DELTA NATURAL GAS COMPANY, INC.
Dividend Reinvestment and
Stock Purchase Plan
____________________
PROSPECTUS
____________________
December 21, 1994
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