As filed with the Securities and Exchange Commission on December 22, 2000.
Registration No. 33-
___________________________________________________________________
___________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
__________
FORM S-3
Registration Statement
Under
The Securities Act of 1933
__________
DELTA NATURAL GAS COMPANY, INC.
(Exact name of registrant as specified in its charter)
Kentucky 61-0458329
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
3617 Lexington Road, Winchester, Kentucky 40391
(859) 744-6171
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
__________
GLENN R. JENNINGS
President and Chief Executive Officer
Delta Natural Gas Company, Inc.
3617 Lexington Road, Winchester, Kentucky 40391
(859) 744-6171
(Name, address, including zip code, and telephone number,
including area code, of Agent for Service)
__________
Copy to:
RUTHEFORD B CAMPBELL, JR., Esq.
Stoll, Keenon & Park
201 E. Main Street
Lexington, KY 40507
(859) 231-3000
__________
Approximate date of commencement of proposed sale to the
public: As soon as practicable after the effective date of this
Registration Statement.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please
check the following box.
[X]
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. [ ]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) 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 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.
[ ]
CALCULATION OF REGISTRATION FEE
___________________________________________________________________
Proposed Proposed
maximum maximum
Amount offering aggregate Amount of
to be price per offering registration
registered unit * price* fee
Title of each class of
securities to be registered
___________________________________________________________________
Common Stock, $1 par value..150,000 shares $18.25 $2,737,500 $723
___________________________________________________________________
(*) Estimated solely for purposes of determining the registration
fee and based, in accordance with Rule 457(c), on the price of the
last sale reported of Registrant's common stock as of December 15,
2000.
_______________
PROSPECTUS
DELTA NATURAL GAS COMPANY, INC.
[LOGO OF DELTA NATURAL GAS COMPANY, INC. APPEARS HERE]
DIVIDEND REINVESTMENT AND
STOCK PURCHASE PLAN
150,000 shares of Common Stock
($1 par value)
_______________
Delta Natural Gas Company, Inc. is offering its Common Stock
to its shareholders through its Dividend Reinvestment and Stock
Purchase Plan.
Purchases by participants in the Plan are made at the market
price and without any brokerage commission.
Delta's Common Stock is traded on the Nasdaq National Market
System. The trading symbol for Delta's Common Stock is DGAS.
Delta's principal executive offices are located at 3617
Lexington Road, Winchester, Kentucky 40391. Delta's telephone
number is (859) 744-6171; its fax number is (859)744-6552, and its
website is www.deltagas.com.
Investing in Delta's Common Stock involves risks. See "Risk
Factors", p. 3.
_______________
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or 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 22, 2000.
TABLE OF CONTENTS
Summary . . . . . . . . . .
Risk Factors. . . . . . . .
Where to Find More
Information About Delta .
Incorporation of Certain
Documents by Reference. .
Forward Looking Statement .
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 . . . . . .
Use of Proceeds . . . . . .
Experts . . . . . . . . . .
Legal Opinion . . . . . . .
Commission's Position on
Indemnification . . . . .
SUMMARY
Delta's Dividend Reinvestment and Stock Purchase Plan provides
participants with a convenient and economical method of purchasing
Delta's Common Stock without payment of any brokerage commission.
Shareholders of Delta may join the Plan by completing an
Authorization Form.
Participants' cash dividends from Delta will be automatically
reinvested in Delta's Common Stock. Participants may:
-- Elect to reinvest all or a percentage of all cash dividends
declared on their Common Stock, and
-- Make additional investments in Delta Common Stock of not
less than $25 per payment nor more than $50,000 per year.
The price of shares purchased through the Plan will be the
average of the high and low sales price of Delta's Common Stock on
the date of the participant's purchase. No brokerage or sales
commission will be added to the purchase price.
Participants may withdraw from the Plan at any time.
Shareholders who choose not to participate in the Plan will
continue to receive cash dividends in the usual manner.
RISK FACTORS
Investors should carefully consider the following factors
before making an investment in Delta's Common Stock.
Delta's revenues vary from year to year, depending on weather
conditions. A significant part of Delta's retail gas sales is for
heating. As a result, mild winter temperatures can have a
significant and adverse effect on Delta's sales volumes in any
year.
Changes in federal regulations could adversely affect Delta's
interstate supply of natural gas. Delta receives a substantial
portion of its gas supply from interstate sources. The price Delta
must pay to transport its interstate gas and the amount of gas
Delta is able to transport through interstate pipelines are
regulated by Federal Energy Regulatory Commission. An adverse
change in the regulatory policies of the Federal Energy Regulatory
Commission could adversely affect Delta's transportation costs or
its available pipeline capacity.
Delta's gas supply depends upon the availability of adequate
pipeline transportation capacity. Delta receives a substantial
portion of its gas supply from interstate sources. This interstate
gas is transported for Delta by interstate pipeline companies. A
decrease in interstate pipeline capacity or an increase in
competition for interstate pipeline transportation services could
adversely affect Delta's ability to transport its interstate supply
and be harmful to Delta.
Some of Delta's large customers are able to purchase natural
gas directly from suppliers. Most all of its customers purchase
gas only from Delta. Some of its large customers, however, are
able to purchase directly from interstate suppliers, producers or
marketers. An increase in these direct purchases will adversely
affect Delta's revenues, particularly if the gas is not delivered
through Delta's system.
Delta faces regulatory uncertainty at the state level. Delta
is regulated by the Kentucky Public Service Commission. The
majority of Delta's revenues are generated by its regulated
segment. Delta's profitability in its regulated segment depends
on:
-- Approval by the Kentucky PSC of adequate and timely rate
increases,
-- Delta's continued ability to pass on to its retail
customers the increased costs of natural gas.
Volatility in the price of natural gas could adversely affect
Delta's profits. Significant increases in the price of natural
gas will likely cause Delta's retail customers to conserve or
switch to alternate sources of energy. Any such decrease in
volume of gas sold will have an adverse effect on Delta's profits.
Higher prices could also make it more difficult to add new
customers.
Delta does not generate sufficient cash flows to meet all its
cash needs. Historically, Delta has made large capital
expenditures in order to finance the maintenance, expansion and
upgrading of its system. As a result, Delta has been required to
fund its cash needs through borrowing and by offering new
securities into the market. Delta anticipates this will continue
in the future.
WHERE TO FIND MORE INFORMATION ABOUT DELTA
Delta is subject to the informational requirements of the
Securities Exchange Act of 1934. Accordingly, Delta files reports,
proxy and information statements, and other information with the
SEC. The public may inspect and copy, at prescribed rates, all
materials Delta files with the SEC at the SEC's public reference
facilities listed below.
SEC Public Reference Room SEC Regional Public Reference
Facilities
450 Fifth Street, N.W.
Room 1024 Northwest Atrium Center,
Washington, DC 20549 Room 3190
500 West Madison Street
Chicago, IL 60661
7 World Trade Center
13th Floor
New York, NY 10048
The public may obtain information on the operation of the
SEC's Public Reference Room by calling the SEC at 1-800-SEC-0330.
Delta files many of its reports, proxy and information
statements and other information electronically with the SEC. The
public can access these documents by computer at the SEC's World
Wide Web address which is http:///www.sec.gov
In connection with this offering of its Common Stock, Delta
filed a registration statement on Form S-3 with the SEC. This
Prospectus contains much but not all of the information contained
in Delta's registration statement. Delta's registration statement
relating to this offering, including exhibits and other information
omitted from this Prospectus, may be examined without charge at, or
copies obtained upon payment of prescribed fees from, the SEC and
its regional offices at the locations listed above
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents previously filed by Delta with the
Commission under the Exchange Act are hereby incorporated by
reference into this Prospectus:
(i) Delta's Annual Report on Form 10-K for the year ended
June 30, 2000,
(ii) Delta's Quarterly Report on Form 10-Q for the quarter
ended September 30, 2000
(iii) The description of Delta's Common Stock contained in
its registration statement of Form 10, for the fiscal
year ended June 30, 1978, filed pursuant to Section 12
of the Exchange Act, and all amendments and reports
filed for the purpose of updating such description.
All documents filed by Delta pursuant to Sections 13(a), 13(c)
14 or 15(d) of the Exchange Act after the date of this Prospectus
and prior to the termination of this offering are incorporated by
reference into this Prospectus.
Delta 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 into this
Prospectus (without exhibits other than exhibits specifically
incorporated by reference into such documents). Requests should be
directed to: Emily P. Bennett, Director - Corporate Services,
Delta Natural Gas Company, Inc., 3617 Lexington Road, Winchester,
Kentucky 40391, telephone number (859) 744-6171, fax number (859)
744-6552, e-mail [email protected].
FORWARD-LOOKING STATEMENTS
This prospectus, including the documents that are incorporated
into this prospectus by reference, contains forward-looking
statements that are not statements of historical facts. These
forward-looking statements are identified by their language, which
may in some cases include words such as "estimates", "expects",
"plans", "anticipates", "intends", "will continue", "believes", and
similar expressions.
Such forward-looking statements may concern future matters
(among other matters) such as:
-- Delta's cost and the availability of natural gas supplies;
-- Delta's capital expenditures
-- Its sources and availability of funding for operation and
expansion;
-- Delta's anticipated growth and growth opportunities through
system expansion and acquisition;
-- Competitive conditions;
-- Delta's productive and transportation activities;
-- Regulatory and legislative matters;
-- Dividends; and
-- External and internal funding sources.
Such forward-looking statements are accordingly subject to
important risks and uncertainties that could cause the Company's
actual results to differ materially from those expressed in any
such forward-looking statements.
Factors that could cause future results to differ materially
from those expressed in or implied by the forward-looking
statements or historical results include the impact or outcome of:
-- The ongoing restructuring of the gas industry and the
outcome of the regulatory proceedings related to that
restructuring.
-- A change in the right under present regulatory rules to
recover through rates changes in costs of gas supply.
-- Uncertainty in Delta's capital expenditure requirement.
-- Changes in economic conditions, demographic patterns and
weather conditions in Delta's retail service areas.
-- Changes affecting Delta's cost of providing gas service,
including changes in interest rates, changes in the
availability of external sources of financing for Delta's
operations, tax laws, environmental laws, and the general
rate of inflation.
-- Changes affecting the cost of competing energy alternatives
and competing gas distributors.
-- Changes in accounting principles or the application of such
principles to Delta.
THE COMPANY
Delta is engaged primarily in the sale, distribution and
transmission of natural gas and serves approximately 40,000
customers in central and southeastern Kentucky. Additionally,
Delta transports gas to interconnected pipelines and industrial
customers. Delta also owns and operates 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 (859) 744-
6171, its FAX number is (859) 744-6552 and its website is
www.deltagas.com.
DESCRIPTION OF THE PLAN
The Plan was adopted by the Board of Directors of Delta on
November 16, 2000, as an amendment to Delta's former Plan. The
amended and restated Plan will be effective on February 16, 2001.
An order of the Kentucky Public Service Commission authorizing the
issuance by Delta of Common Stock pursuant to the Plan was entered
on December 12, 2000.
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 with a
simple, convenient and economical means of purchasing shares of
Delta'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.
-- Participants may make Optional Investments of cash 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 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, which is appointed by the Board of Directors of Delta.
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 Fifth Third Bank,
Cincinnati, Ohio. As agent, Fifth Third Bank 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, Fifth Third Bank, will also 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 Delta.
Participation
5. Who is eligible to participate in the Plan?
All Delta shareholders may participate 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, Fifth Third Bank,
Corporate Trust Services, Mail Drop 10AT66-3212, 38 Fountain Square
Plaza, Cincinnati, OH 45263. Authorization Forms will be
furnished to shareholders at any time upon request to the agent or
Delta. 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
the Shareholder requires that the Shareholder take steps to become
a record owner of the shares.
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, 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. Dividend record dates normally have been
approximately the last day of February, May, August and November.
Purchases
8. What investments are available under the Plan?
-- Dividend Reinvestments. Participants may reinvest their
cash dividends under either of the following options.
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 a percentage specified by the participant of
all cash dividends on all shares of Delta's Common
Stock then or subsequently registered in 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.
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.
-- Optional Investments. Participant may make optional
investments in the Common Stock of Delta, 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 in any calendar year shall not
exceed $50,000. Optional investment payments will be
invested by the Agent in the Common Stock of Delta.
9. When will funds be invested under the Plan?
Cash dividends and optional investments are invested by the
Agent on the respective Pricing Dates for such investments.
For cash dividends, the Pricing Date is the date Delta pays
its cash dividends, and all cash dividends for which dividend
reinvestment is authorized are automatically reinvested as of that
date.
Pricing Dates for optional investments occur monthly. In any
month in which Delta pays dividends, the Pricing Date for optional
investments for that month is the date Delta pays its dividends.
In other months the Pricing Date for optional investments is the
fifteenth day of the month. If, however, the day on which
dividends are paid or the fifteenth day of the month, as the case
may be, is not a business day or if there were no reported sales on
such day, the Pricing Date shall be the day immediately prior to
the day on which dividends were paid or the fifteenth day of the
month, as the case may be, when there were reported sales of
Delta's common stock. Any optional investments received by the
agent, Fifth Third Bank, 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 high and low sale prices of Delta's Common Stock
as reported on the Nasdaq National Market System 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?
The number of shares purchased will depend on the amounts of
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. Each participant's
account is credited with the number of shares, including fractions
computed to three decimal places, equal to the total amount invested
by the participant divided by the purchase price.
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 or dividend reinvestments be sent to the participant?
Shares purchased with optional 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 Delta.
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 the agent:
FIFTH THIRD BANK
Corporate Trust Services
Mail Drop 10AT66-3212
38 Fountain Square Plaza
Cincinnati, OH 45263
The 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 Delta makes a rights offerings, issues a stock
dividend or declares a stock split?
In the event Delta 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 Delta 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 stock dividends or splits on shares purchased under the
Plan for which certificates have not been issued to the participant
will be credited to the participant's Plan 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?
Delta 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), or the same used to calculate the purchase
price under the Plan.
(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 Delta under the Plan?
In administering the Plan, Delta 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 Delta 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 Delta, 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. Delta has the unqualified right to amend, 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.
USE OF PROCEEDS
Delta does not know the number of shares that actually will be
sold under the Plan or the prices at which such shares will be
sold. The proceeds from shares sold under the Plan will be used by
Delta for capital expenditures and for other general corporate
purposes of the company. Delta is unable to estimate the amount of
proceeds which will be devoted to any specific purpose.
EXPERTS
The consolidated financial statements and schedules as of June
30, 2000 and 1999 and for the three years ended June 30, 2000
included in Delta Natural Gas Company, Inc.'s 10-K and 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 in reliance upon the authority of the
firm as experts in giving said reports.
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. 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 6,853 shares of
Delta's Common Stock.
COMMISSION'S POSITION ON INDEMNIFICATION
Kentucky law authorizes a corporation to indemnify its
officers and directors for liability resulting from their actions,
subject to certain criteria, such as a good faith action by the
officer or director. Pursuant to this law, Delta's By-Laws provide
for indemnification by Delta of its Officers and Directors for
actions taken by them while performing services for Delta, subject
to certain criteria, such as good faith. Also, under agreements
with its Officers, Delta agreed to provide similar indemnification
to its Officers.
The criteria for indemnification under Kentucky law and
Delta's By-Laws and its officer agreements are sufficiently broad
to allow indemnification in some cases for liabilities incurred as
a result of a violation of the Securities Act of 1933.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or
persons controlling Delta pursuant to the foregoing provisions,
Delta has been informed that in the opinion of the SEC such
indemnification is against public policy as expressed in the
Securities Act of 1933 and is therefore unenforceable
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.
___________________
____________________
PROSPECTUS
____________________
December 22, 2000
______________________________
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth all expenses in connection with
the issuance and distribution of the securities being registered.
Except for the registration fee, all the amounts shown are
estimates.
Registration Fee . . . . . . . . . . . . . $ 723
Blue Sky Fees and Expenses . . . . . . . . 2,300
Accounting Fees. . . . . . . . . . . . . . 4,000
Legal Fees . . . . . . . . . . . . . . . . 12,000
Printing . . . . . . . . . . . . . . . . . 2,200
Miscellaneous Expenses . . . . . . . . . . 1,777
Total . . . . . . . . . . . . . . . . $23,000
Item 15. Indemnification of Directors and Officers.
Kentucky law permits a corporation to provide insurance for
directors and officers against claims arising out of their services
in those capacities and permits a corporation to provide
indemnification in certain instances for claims arising out of
actions undertaken by directors and officers. Under agreements
with its Officers, Delta has agreed to indemnify the Officers
against liability for actions taken by them in good faith while
performing services for Delta and has agreed to pay legal expenses
arising from any such proceedings. Delta's By-Laws provide for
such indemnification by Delta for all Directors and Officers.
Delta also provides Directors and Officers with indemnification
insurance coverage with limits up to $10,000,000.
Item 16. Exhibits.
Exhibit
4(a) The Indenture dated September 1, 1993 in respect of
6 5/8% Debentures due October 1, 2023, is incorpora-
ted herein by reference to Exhibit 4(e) to Delta's
Form S-2 dated September 2, 1993.
4(b) The Indenture dated July 1, 1996 in respect of 8.3%
Debentures due August 1, 2026, is incorporated
herein by reference to Exhibit 4 (c) to Delta's Form
S-2 dated June 21, 1996.
4(c) The Indenture dated March 1, 1998 in respect of
7.15% Debentures due April 1, 2018, is incorpora-
ted herein by reference to Exhibit 4(d) to Delta's
Form S-2 dated March 11, 1998.
5 Opinion of Stoll, Keenon & Park concerning legality.
23(a) Consent of Arthur Andersen LLP.
23(b) Consent of Stoll, Keenon & Park is contained in its
opinion letter filed as Exhibit 5.
24 Power of Attorney is included with the signature
page in Part II of this filing.
99(a) Security Services Agreement dated September 13,
1995.
99(b) Amended and Restated Dividend Reinvestment and Stock
Purchase Plan Authorization Form
99(c) Amended and Restated Dividend Reinvestment and Stock
Purchase Plan.
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) if, in the aggregate,
the changes in volume and price represent no more than a 20% change
in the maximum offering price set forth in the "Calculation of
Registration Fee" table in the effective 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;
Provided, however, that paragraphs (1)(i) and (1)(ii) do not
apply if the registration statement is on Form S-3, Form S-8 or
Form F-3, 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.
(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.
(4) If the registrant is a foreign private issuer, to file a
post-effective amendment to the registration statement to include
any financial statements required by Item 8.A of Form 20-F (17 CFR
249.220f) at the start of any delayed offering or throughout a
continuous offering. Financial statements and information
otherwise required by Section 10(a)(3) of the Act need not be
furnished, provided that the registrant includes in the prospectus,
by means of a post-effective amendment, financial statements
required pursuant to (a)(4) and other information necessary to
ensure that all other information in the prospectus is at least as
current as the date of those financial statements. Notwithstanding
the foregoing, with respect to registration statements on Form F-3,
a post effective amendment need not be filed to include financial
statements and information required by Section 10(a)(3) of the Act
or Section 210.3-19 of this Chapter if such financial statements
and information are contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to section
13 or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Form F-3.
_________________________
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 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.
_________________________
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 Winchester, State of Kentucky, on the 22nd day of December,
2000.
DELTA NATURAL GAS COMPANY, INC.
By: _/s/Glenn R. Jennings__________
Glenn R. Jennings, President
Chief Executive Officer and
Vice Chairman of the Board
_________________________
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Glenn R. Jennings,
John F. Hall, and each of them, his true and lawful attorneys-in-
fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any
and all capacities, to sign any and all amendments (including post-
effective amendments) to this Registration Statement, and to file
the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission,
and to make any and all state securities law or blue sky filings,
granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and
thing requisite or necessary to be done in and about the premises,
as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-
fact and agents or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
_/s/H. D. Peet___________ Chairman of the December 22, 2000
H. D. Peet Board
_/s/Glenn R. Jennings __ President, Chief December 22, 2000
Glenn R. Jennings Executive Officer
and Vice Chairman
of the Board
_/s/John . Hall__ ___ Vice President - December 22, 2000
John F. Hall Finance, Secretary
and Treasurer
(Principal Financial
Officer)
/s/John B. Brown Controller December 22, 2000
John B. Brown (Principal Accounting
Officer)
_/s/Donald R. Crowe______ Director December 22, 2000
Donald R. Crowe
_/s/Billy Joe Hall______ Director December 22, 2000
Billy Joe Hall
_/s/Jane H. Green________ Director December 22, 2000
Jane H. Green
_/s/Lanny D. Greer_______ Director December 22, 2000
Lanny D. Greer
_/s/Lewis N. Melton_____ Director December 22, 2000
Lewis N. Melton
_/s/Arthur E. Walker, Jr. Director December 22, 2000
Arthur E. Walker, Jr.
_/s/Michael R. Whitley Director December 22, 2000
Michael R. Whitley
EXHIBIT INDEX
EXHIBIT NUMBER DESCRPITION
5 Opinion of Stoll, Keenon & Park
concerning legality
23a Consent of Arthur Andersen LLP
99(a) Security Services Agreement
99(b) Authorization Form
99(c) Delta's Amended and Restated
Dividend Reinvestment and
Stock Purchase Plan
EXHIBIT 5
December 22, 2000
Securities & Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: Delta Natural Gas Company, Inc.
Registration Statement
Dear Sir or Madam:
We are acting as counsel to Delta Natural Gas Company, Inc.
("Delta"), a Kentucky corporation, in connection with the issuance
and sale by Delta of 150,000 shares of common stock, $1 par value
(the "Common Stock"). A Registration statement on Form S-3 with
respect to the Common Stock has been filed by Delta with the
Securities and Exchange Commission.
In our capacity as such counsel to Delta, we have familiarized
ourselves with the corporate affairs of Delta and are familiar with
the actions taken by Delta in connection with the aforementioned
issuance and sale. We have examined such records of Delta as we
deem relevant and necessary as a basis for the opinions hereinafter
expressed.
Based on the foregoing, it is our opinion that:
1. Delta is a corporation and validly existing under the
laws of the state of Kentucky.
2. The Common Stock has been legally authorized by Delta and
will, when sold, be legally issued, fully paid and non-
assessable.
We hereby consent to the filing of this opinion as an Exhibit
to the Registration Statement. We also hereby consent to the use
of our name under "Legal Opinion" in the Prospectus constituting
part of the Registration Statement.
Very truly yours,
/s/ Stoll, Keenon & Park
STOLL, KEENON & PARK
EXHIBIT 23(a)
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our
reports dated August 15, 2000 included in Delta Natural Gas
Company, Inc.'s Form 10-K for the year ended June 30, 2000 and to
all references to our Firm included in this Registration statement.
Louisville, Kentucky /s/Arthur Andersen LLP
December 19, 2000 Arthur Andersen LLP
EXHIBIT 99(a)
SECURITY SERVICES AGREEMENT
This agreement dated this 13th day of September, 1995 by and
between Delta Natural Gas Company, Inc. ("Company") and THE FIFTH
THIRD BANK, an Ohio banking corporation ("Bank") for the purposes
of performing the services indicated below with respect to the
Company's securities.
WITNESSETH:
WHEREAS, the Company desires that certain services be rendered by
Bank with respect to the issuance, transfer and/or registration of
certificates for a number of securities of the Company; and
WHEREAS, the Bank being engaged in the business of securities
services for issuers of securities desires to provide Company's
services.
NOW, THEREFORE, in consideration of the mutual covenants and
promises contained herein, the parties hereby agree as follows:
1) SCOPE. The Company hereby agrees to employ and hire Bank and
Bank hereby agrees to provide Company the services indicated
below, subject to the terms of this Agreement and the
Regulations attached hereto as Exhibit A which are
incorporated herein and made a part hereof. In the event of
conflict between the terms of this Agreement and the
Regulations, the terms of this Agreement shall control.
2) FEES. The Company shall pay the Bank a fee for services
rendered as previously agreed. Fees shall be determined
quarterly in arrears on the last day of such quarter and
payable upon receipt. The Company's failure to pay Bank's
fees under this Agreement within thirty (30) calendar days of
billing date shall constitute good cause for termination of
Bank's Services. In the event of non-payment of Bank's fees,
the Company shall be liable to Bank for all reasonable costs
of collection, including but not limited to, interest, court
costs and attorneys' fees.
3) SERVICES. Bank shall perform the services indicated below in
the City of Cincinnati, Ohio effective the 28th day of
September, 1995 with regard to certificates for the securities
now or hereafter authorized by the Company's governing
documents.
NUMBER OF
SECURITIES
NUMBER OF REPRESENTED BY
SHARES NOW CERTIFICATES
AUTHORIZED BY OUTSTANDING AT
CLASS OF PAR GOVERNING TIME OF THIS
SECURITIES VALUE DOCUMENTS APPOINTMENT
Common $1 6,000,000 1,876,666
Company hereby certifies that all outstanding securities as of the
date hereof covered by this Agreement have been duly authorized and
are full-paid, non-assessable in the hands of the respective
holders thereof.
INSTRUCTIONS. For each item, unless instructed to skip it, if
there are boxes then (except as otherwise noted) check one box; and
fill in any blank lines (other than blanks applicable to unchecked
boxes).
A) TRANSFER AGENT SERVICES. The Bank ___x__ shall ____
shall not provide transfer agent services which include
the following:
i) Maintaining shareholder account records, including
name, address, taxpayer identification number,
shares held and certificate numbers.
ii) Processing of all transfers of certificates
including the reveiws of those transfer items
requiring supporting documents commonly referred to
as "legal transfers".
iii) Furnishing a list of shareholders as of each
dividend record date if requested by the Company.
iv) Furnishing a journal sheet reflecting the daily
transfer activity if requested by the Company.
v) Maintaining a record of all certificates against
which a stop transfer notice has been placed.
B) REGISTRAR SERVICES. The Bank __x__ shall _____ shall not
provide registrar services which include:
i) Maintaining a record of the number of authorized and
outstanding shares.
ii) Registering upon original issue or transfer all
Certificates for securities.
C) DIVIDEND DISBURSING AGENT SERVICES. The Bank: __x__ shall
_____ shall not provide dividend disbursing agent
services which include the following:
i) Preparing dividend checks for each shareholder of
record as of the record date established for such
dividend or dividend credit for those shareholders
who participate in the dividend reinvestment plan.
ii) Mailing dividend checks by First Class regular mail.
iii) Maintaining a checking account against which checks
will be paid with funds to be supplied by the
Company.
iv) Preparing applicable Internal Revenue forms, mailing
copies of such forms to the shareholders annually
and furnishing a computer tape summary of such forms
to the U.S. Treasury Department.
v) Mailing quarterly financial reports of the Company.
vi) Obtaining U.S. Treasury Forms or other certificates
with respect to Taxpayer Identification Numbers as
may be required under U.S. Treasury regulations.
vii) Withholding of Federal Income Tax on such dividends
and processing the payment of that tax over to the
U.S. Treasury as may from time to time be required
by the U.S. Treasury regulations.
viii) Filing tax information returns on shares held and
dividends paid with the various states as requested
by the Company.
D) DIVIDEND REINVESTMENT SERVICES. The Bank __x__ shall _____
shall not provide Dividend Reinvestment Agent Services
which (if such services shall be performed) shall include
the services initialized (frequency of reports and
statements should be provided for those items
initialized).
i) __x__ Collecting the dividends and/or voluntary
cash deposits from the holders.
ii) ____ Purchasing of stock at market price on a
_____ basis.
iii) __x__ Crediting full and fractional shares to
the participant accounts
iv) __x__ Updating and balancing participant
records as transactions occur.
v) __x__ Generating monthly reports for the
Company.
vi) __x__ Generating quarterly statements for the
participants.
vii) __x__ Issuing, as applicable, all Internal
Revenue Service forms.
E) PROXY AGENT SERVICES. The Bank ___x___ shall _____ not
provide proxy agent services which include the following:
Preparing one set of proxies for the general annual meeting of
shareholders for each shareholder of record on the record date
established for such meeting. If requested by the Company
mailing those proxies along with the proxy statement and
annual report; tabulating those proxies voted and furnishing
the Company with interim reports and a summary of such vote;
and providing the Company with a shareholder list as of record
date of the proxy, in alphabetical sequence for the annual
meeting of shareholders.
4) AUTHORIZATION OF BANK.
Bank is authorized to countersign for original issue and to
deliver when registered by it, certificates for shares in a
number not to exceed the number of unissued shares of said
securities at such time authorized to be issued by the Company
and in such names as Bank may be directed in writing from time
to time by the officer or officers authorized to do so
pursuant to resolution of the Company delivered to Bank,
including, unless otherwise specified, certificates for such
number of unissued shares of said stock reserved for issuance
upon exercise of options granted under plans or agreements
disclosed to Bank by Company in writing.
5) INDEMNIFICATION BY THE COMPANY.
The Company shall indemnify the Bank and hold it harmless from
any losses, damages, liabilities and expenses (including
reasonable attorney's fees) which the Bank may suffer or incur
from claims made against the Bank by reason of the Bank's
performance of duties as a Transfer Agent, Registrar and
Dividend Disbursement Agent, including, without limitation all
liability and expense in acting upon any signature,
certificate or other document believed by the Bank to be
genuine and to have been signed by the proper person, or
refusing in good faith to transfer a certificate if it is not
satisfied as to the propriety of the requested transfer; and
that notwithstanding the death, resignation, or removal of any
officer of the Company authorized to sign certificates of
stock, the Bank may continue to issue or register such
certificates and continue to countersign certificates bearing
the manual or facsimile signature of such officer until
otherwise directed in writing by the Company.
Bank may perform any of its duties by or through attorneys or
agents. Bank shall be entitled to advice of counsel
concerning all matters hereunder and may pay reasonable
compensation to all attorneys and agents as may reasonably be
employed and responsible for any loss or damage resulting from
any action or nonaction in good faith in reliance upon such
opinion or advice.
6) REPRESENTATION OF COMPANY.
a) The Company is duly organized and validly existing and in
good standing under the laws of the state of its
formation.
b) The execution, delivery and performance by the Company of
this Agreement has been duly authorized by all necessary
corporate action and properly executed and constitutes
the valid and binding obligation of the Company, subject
to applicable bankruptcy and insolvency laws and general
principles of equity, and will not violate any agreement
or instrument by which the Company is bound.
c) The Company agrees to furnish the Bank with any and all
information in such forms as the Bank may require in
order to comply with the reporting and other requirements
of the Securities and Exchange Commission or such other
regulatory body having jurisdiction over the services to
be performed by the Bank for the Company under this
Agreement.
d) Company agrees to maintain records relating to the
services performed hereunder for a period of six months
and keep such records in a place of ready access for a
period of at least six years thereafter and to return
copies of such records, cancelled stock certificates,
instruments or documents, or any of the foregoing when
requested to do so, to Bank, and agrees to indemnify and
hold harmless Bank from and against any and all
liabilities, losses, damages, costs, charges or expenses,
including court costs and attorneys' fees which Bank may
suffer or incur by reason of the failure of the Company
to do the same.
e) Company shall immediately advise the Bank in writing of
all original issues and transfers of certificates for
securities made or effected by the Company, and Bank
shall not be liable for any act or omission of any other
agent of the Company, and further that the Company agrees
to indemnify and hold harmless Bank from and against any
and all liabilities, losses, damages, costs, charges or
expenses, including court costs and attorneys' fees which
Bank may suffer or incur by reason of Bank's failing or
declining to transfer any certificate for such securities
the issue of which Bank shall not have been so advised in
writing or any certificate for such securities
countersigned or signed by any other agent of the Company
of whose appointment Bank shall not have been advised in
writing by an authorized officer of the Company.
7) REPRESENTATIONS OF THE BANK.
a) The Bank represents that this Agreement has been duly
authorized by all necessary action and constitutes a
valid and binding obligation of the Bank, subject to
applicable bankruptcy and insolvency laws and general
principles of equity.
b) The Bank warrants and represents that it presently has
and shall maintain during the terms of this Agreement
adequate staff and facilities to perform the services as
herein before provided.
c) The Bank agrees to furnish the Company with all
information and such forms as the Company may require in
order to comply with the reporting or other requirements
of the Securities and Exchange Commission or such other
regulatory body having jurisdiction over the services to
be performed by the Bank for the Company under this
Agreement.
8) TERM. This Agreement shall be a continuous contract between
both parties beginning at its effective date and may be
cancellable to either party upon sixty (60) days written
notice by Registered Mail return receipt requested. The
Company shall provide Bank with the name of a successor
securities services provider within thirty (30) days of the
date set for termination of the agreement and Bank shall
forward records to such successor. If the Company fails to
provide the name of a successor within said thirty (30) days,
Bank shall forward records to the Company. In the event that
the Company cancels this Agreement, Company shall pay a
termination of fee equal to the greater of: (I) the minimum
annual fee as currently in effect at the time of termination
or (ii) the fees paid hereunder attributable to the six-month
period preceding such termination.
The termination fee payable in this section is payable as
consideration for the lack of a definite term during which
this Agreement shall be in effect and is not a penalty for
such termination.
9) NOTICES. Any notices required or permitted to be given shall
be deemed effective upon receipt when sent by Certified Mail,
Return Receipt Requested to the following address:
BANK: The Fifth Third Bank
Corporate Trust Services
MD 10AT66-3212
38 Fountain Square Plaza
Cincinnati, Ohio 45263
Attention: Randolph J. Stierer
COMPANY: Delta Natural Gas Company, Inc.
3617 Lexington Road
Winchester, KY 40391
Attention: Emily P. Bennett
Or to such other addresses which a party may later designate.
10) EXPENSES. The Company further agrees to reimburse the Bank
for all out of pocket expenses, including but not limited to
the following:
a) Courier charges plus insurance for any and all shipments.
b) Postage and insurance on mailing stock certificates,
dividend checks and other mailings.
c) Reimbursement for envelopes, printing of checks, other
forms and other cost of supplies directly related to the
Company's shareholder requirements.
d) Reimbursement for costs incurred in distributing
materials to the beneficial owners of the Company's
stock.
e) Fees of counsel or agents.
11) MISCELLANEOUS.
a) Except as herein before provided, the terms and
conditions of this Agreement shall not be amended,
supplemented or otherwise changed except in writing
signed by both of the parties hereto.
b) The headnotes contained herein are considered only as a
matter of convenience and for reference and in no way
define or limit the scope or intent of this Agreement or
in any way effect this Agreement.
c) This Agreement contains the entire Agreement of the
parties and no representations, inducements, promises or
agreements or otherwise not embodied herein shall be of
any force or effect.
d) The representations and warranties contained herein shall
survive the terms of this Agreement but not beyond the
applicable statute of limitations.
e) If any section, subsection, sentence, clause, portion of
this Agreement or underlying the Agreement is for any
reason held invalid or unconstitutional by any court,
federal or state agency of competent jurisdiction, such
portions shall be deemed a separate, distinct and
independent provision and such holdings shall not effect
the validity of the remaining portions hereof.
f) This Agreement shall be controlled by the laws of the
State of Ohio.
IN WITNESS WHEREOF, each of the parties have executed this
Agreement as of the date first written above.
ATTEST: THE FIFTH THIRD BANK
/s/Laura A. Hayden By: /s/Dana Hushak
Its Asst. Vice President
ATTEST: COMPANY:
/s/ Emily P. Bennett By: /s/John F. Hall
Its VP - Finance, Secretary &
Treasurer
EXHIBIT 99(b)
Delta Natural Gas Company, Inc. Amended and Restated
Dividend Reinvestment and Stock Purchase Plan
(the "Plan") Authorization Form
To: Fifth Third Bank
Corporate Trust Services
Mail Drop 10AT66-3212
38 Fountain Square Plaza
Cincinnati, OH 45263
I wish to participate in the Plan and hereby appoint you to act as
my agent for this purpose subject to the Terms and conditions of
the Plan as set forth in Delta's current Prospectus, a copy of
which I have received. I authorize you to apply any Optional
Investment accompanying this form and all future cash dividends
payable to me and receive by you on shares of Delta's Common Stock
registered in my name to the extent indicated on the reverse side
of this form, to the purchase of full and fractional shares of
Delta's Common Stock for my account.
THIS IS NOT A PROXY
PLEASE PRINT
FULL NAME: _________________________________
MAILING ADDRESS: _________________________________
SOCIAL SECURITY NO: _________________________________
Please sign exactly as your name(s) appear(s) in the Company's
shareholder records.
_______________________________
SHAREHOLDER
________________________________
SHAREHOLDER
________________________________
DATE
I wish to participate in Delta's Dividend Reinvestment and Stock
Purchase Plan. I choose the following investment option:
AUTOMATIC DIVIDEND REINVESTMENT
Check only one box:
[ ] Full Dividend Reinvestment: to reinvest all cash dividends on
all shares of the Company's Common Stock nor or subsequently
registered in my name.
[ ] Percent Dividend Reinvestment: to reinvest ____% of all cash
dividends on all shares of the Company's Common Stock now or
subsequently registered in my name. The remainder of all such cash
dividends will be sent directly to me.
OPTIONAL INVESTMENT
I wish to make an optional cash payment of $_______ (at least $25
but not more than $50,000 per year). My check made payable to
Fifth Third Bank is enclosed.
TERMINATION
I understand that I may terminate my participation at any time by
appropriate written notice to Fifth Third Bank, Corporate Trust
Services, Mail Drop 10AT66-3212, 38 Fountain Square Plaza, Cincinnati,
Ohio 45263.
EXHIBIT 99(c)
AMENDED AND RESTATED DIVIDEND
REINVESTMENT AND STOCK PURCHASE PLAN
Purpose
The Plan offers participants a convenient method of investing
all or part of their dividends in additional shares of the common
stock of Delta Natural Gas Company, Inc., (the "Company") and for
making voluntary additional cash payments ("Optional Investment")
of up to $50,000.00 in any calendar year to purchase additional
shares of the Company's common stock, without payment of service
charge or brokerage commission.
Eligibility
Any holder of record of the Company's common stock
("Shareholder") is eligible to participate in the Plan.
Beneficial owners of common stock whose shares are acquired or
held for them in registered names other than their own, such as in
the names of brokers, bank nominees or trustees, must take
appropriate steps to become a holder of record to qualify for Plan
participation.
Administration
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.
ALL REQUESTS FOR INFORMATION REGARDING THE PLAN SHOULD BE
ADDRESSED TO:
DELTA NATURAL GAS COMPANY, INC.
Dividend Reinvestment Plan Committee
3617 Lexington Road
Winchester, KY 40391
The Dividend Reinvestment and Stock Purchase Agent under the
Plan is The Fifth Third Bank, an Ohio banking corporation (the
"Agent"). The Agent is responsible for investing participants'
funds and keeping continuous records of participants' accounts.
The Agent will send the participants statements of accounts at
least quarterly and perform other duties for Plan participants as
needed.
All written notices concerning the Plan should be mailed to
the Agent at the following address:
THE FIFTH THIRD BANK
Corporate Trust Services
MD 10AT66-3212
38 Fountain Square Plaza
Cincinnati, OH 45263
Participation
In order to participate, a Shareholder must complete an
Authorization Form, provided by the Company, and deliver it to:
THE FIFTH THIRD BANK
Corporate Trust Services
MD 10AT66-3212
38 Fountain Square Plaza
Cincinnati, OH 45263
Authorization Forms may be obtained from the Company on
request.
The Authorization Form provides for the reinvestment of
dividends through the following investment options:
(1) Full Dividend Reinvestment - directs the
Company to reinvest in accordance with the Plan
all cash dividends on all shares of the
Company's common stock then or subsequently
registered in the participant's name; or
(2) Percentage Dividend Reinvestment - directs the
Company to 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.
A participant in the Plan may change investment options by
completing a new Authorization Form and returning it to the Agent.
At any time a participant may make Optional Investments to
their Plan account in a minimum amount of $25.00 per payment, or in
whole dollar increments up to a maximum of $50,000.00 in any
calendar year. The amount of Optional Investment payments need not
be the same, and there is no obligation to make Optional Investment
payments.
Shareholders may join the Plan at any time, subject to the
following. If the Authorization Form is received by the Agent on
or before the record date for the payment of the next dividend
(approximately 15 days in advance of the payment date), that
dividend will be invested in additional shares of common stock for
the applicant's Plan account. If the Authorization Form is received
in the period between any dividend record date and payment date,
that dividend will be paid in cash, and the Shareholder's initial
dividend reinvestment will be delayed until the following dividend.
Any Optional Investment received by the Agent less than five
days prior to the "Pricing Date" in any month 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 other months,
the Pricing Date shall be the fifteenth (15th) day of the month.
If, however, the day on which dividends are paid or the 15th day of
the month, as the case may be, is not a business day or if there
were no reported sales on such day, the Pricing Date shall be the
day immediately prior to the day on which dividends are paid or the
15th day of the month, as the case may be, when there were reported
sales of the Company's Common Stock.
Payments of Optional Investments may be made by completing an
Authorization Form and forwarding it to the Agent together with a
check or money order made payable to The Fifth Third Bank. The
entire amount of such payments will be invested by the Agent in
accordance with the Plan in full and fractional shares to three
decimal places.
Such shares will be placed in the participant's Plan account
and administered in accordance with the terms and conditions of
this Plan.
Any payment received for an Optional Investment which is less
than the $25 required minimum payment or results in a total of
Optional Investments in excess of $50,000.00 per calendar year will
be promptly returned to the participant.
On written request, a participant may receive the return of
any Optional Investment cash payment if the request is received by
the Agent no less than forty-eight (48) hours before such payment
is to be invested.
Purchasing Shares
There are no brokerage fees charged on any dividend
reinvestment or Optional Investment, because shares are purchased
from the Company. All costs of administration of the Plan are paid
by the Company.
Shares purchased under the Plan will come from the authorized
but unissued shares of Company common stock. Shares will not be
purchased in the open market.
Cash dividends for which dividend reinvestment is authorized
are automatically invested by the Agent in common stock of the
company on the dividend payment date. That date is the "Pricing
Date" for shares purchased with reinvestment dividends.
Optional Investment cash payments are invested monthly to
purchase shares of the Company's common stock.
Pricing Dates for Optional Investments shall be monthly. In
any month in which the Company pays dividends, the Pricing Date for
Optional Investments for that month shall be the date the Company
pays its dividends. In other months, the Pricing Date for Optional
Investments shall be the fifteenth (15th) day of the month. If,
however, the day on which dividends are paid or the 15th day of the
month, as the case may be, is not a business day or if there were
no reported sales on such day, the Pricing Date shall be the day
immediately prior to the day on which dividends are paid or the
15th day of the month, as the case may be, when there were reported
sales of the Company's common stock. Any 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 OPTIONAL INVESTMENT CASH PAYMENTS
RECEIVED AND HELD PENDING INVESTMENT. ACCORDINGLY, IT IS IN THE
BEST INTEREST OF PARTICIPANTS TO DEFER OPTIONAL INVESTMENT CASH
PAYMENTS UNTIL SHORTLY BEFORE THE INVESTMENT DATE.
Notwithstanding this investment schedule, shares purchased
under the Plan may, for administrative purposes, be issued on or as
of a date up to one week after the related Pricing Date.
The price of common stock purchased under this Plan will be
the average of the high and low sale prices of the Company's common
stock as reported on the National Association of Securities Dealers
Automated Quotation System (NASDAQ) National Market System on the
Pricing Date, except that shares will not be issued for less than
their par value of one dollar ($1.00) per share.
The number of shares of the Company's common stock purchased
by participants depends on the amount of cash dividends and
Optional Investment cash payments available for investment and the
price of the shares. Each participant's account is credited with
that number of shares, including fractions computed to three decimal
places, equal to the total amount invested by the participant
divided by the purchase price.
All shares purchased through the Plan on behalf of a
participant, whether purchased pursuant to dividend reinvestment or
Optional Investment, will be held by the Agent in a participant's
Plan account until certificates are issued. The number of shares
credited to a participant's account under the Plan is shown on the
participant's statement of account.
Upon written request by a participant, certificates for shares
of company's common stock purchased under the Plan and held by the
Agent in the participant's account will be issued to the
participant. Certificates for fractional shares will not be
issued, however, and any fractional shares held in Plan accounts
will remain in the Plan account unless a participant requests in
writing that he or she receive the cash value of any such
fractional share. The issuance of certificates does not affect the
participant's continuation in the Plan in any way.
Shares credited to the account of a participant under the Plan
may not be assigned or pledged as collateral. A participant who
wishes to pledge these shares must request that certificates for
the shares be issued in the participant's name.
Each account in the Plan will be maintained in the same manner
as the Company's shareholder account at the time the participant
entered the Plan. Consequently, certificates for full shares will
be similarly registered when issued.
Upon written request by a participant to the Company or Agent,
all or any portion of the shares held in the participant's Plan
account will be transferred, as directed, to the Plan account of
any other person. Prior to completing such transfer, the Agent may
request reasonable accompanying documentation necessary to satisfy
all state and federal laws and facilitate the orderly and efficient
transfer of such shares.
Upon written request and submission of appropriate documents,
including, where applicable, stock powers, certificates issued with
respect to shares held in the Plan can also be registered in names
other than that of the participant subject to compliance with any
applicable laws and the payment by the participant of any
applicable taxes.
Statements
As soon as practicable after each calendar quarter, a
statement will be mailed to the participants advising them of their
investment. These statements are the participants' continuing
record of cost information and should be retained for tax purposes.
Each new participant will receive any amendments or
supplements to the Plan, quarterly and annual reports, proxy
statements and tax notices covering both directly held and Plan
shares. However, participants will not receive duplicate mailings
where the same materials are furnished as a result of their direct
ownership of shares.
Dividends, Stock Splits and Rights Offerings
The Company pays dividends, as declared, to the record holders
of all of its common stock. Shares purchased under the Plan will
participate equally with other shares of common stock in all cash
dividends, stock dividends, and stock splits declared after the
date of purchase.
Cash dividends declared on shares held in Plan accounts are
added to all other cash dividends declared on all common stock
registered in a participant's name and are administered in
accordance with the directions contained in the participant's
Authorization Form.
Any stock dividends or splits on shares purchased under the
Plan for which certificates have not been issued to the participant
will be credited to the participant's Plan account and administered
in accordance with the directions contained in the participant's
Authorization Form.
Participants receive cash and stock dividends on fractions of
shares, as well as whole shares, purchased under the Plan.
Stock dividends and splits declared on shares held in
participants' names individually will be issued directly to the
participants individually on the payment date.
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 his or her
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 participant who wishes to
exercise his or her rights will be required to instruct the Agent
to withdraw that participant's Plan shares from the Plan prior to
the record date for the rights distribution.
Voting
All shares owned by a participant may be voted by the
participant in the same manner as shareholders not participating in
the Plan.
Termination of the Plan or Participation in the Plan
A participant can terminate participation in the Plan at any
time by written notice to:
THE FIFTH THIRD BANK
Corporate Trust Services
MD 10AT66-3212
38 Fountain Square Plaza
Cincinnati, OH 45263
Such notice is effective on the date it is received by the
Agent. Such notice, however, must be received by the Agent at
least 15 days prior to a dividend record date in order to make the
termination effective on that dividend record date. If notice to
terminate is received by the Agent less than 15 days prior to a
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.
Upon such termination, the participant will receive (a) cash
equal to the value of any fractional share held in the
participant's Plan account; and (b) a certificate for all full
shares held in the participant's account.
When participants own no common stock of the Company other
than fractional shares in their Plan accounts, the Company is
authorized to terminate such participation in the Plan and send
cash equal to the value of fractional shares, as outlined above.
Generally, an eligible shareholder may again become a
participant in the Plan at any time. However, the Company reserves
the right to reject any Authorization Form from a previous
participant on the grounds of excessive joining and termination.
Such reservation is intended to minimize unnecessary administrative
expenses and to encourage use of the Plan as a long-term
shareholder investment service.
The Company in its absolute discretion may terminate the Plan
at any time upon 30 days notice to participants. Upon such
termination, participants will receive a certificate for all full
shares held in their Plan account and cash equal to the value of
any fractional shares held in their Plan account.
Tax Consequences and SEC Reporting
Neither the Company nor the Agent shall be responsible for the
listing of any securities purchased under this Plan or in their
possession for the purposes of ad valorem taxes or for compliance
with the rules or regulations of the Securities and Exchange
Commission (the "SEC"). The preparation and payment of all taxes
and all SEC reporting requirements remain the sole responsibility
of the participant.
Since each participant's tax consequences may be different,
the participant is advised to consult with the participant's own
tax advisors.
Other Information
The Company reserves the right to make modifications to the
Plan. Any modification will be announced to participating
shareholders at least thirty (30) days prior to its effective date.
The participant bears the risk of loss and the benefits of
gain from market price changes with respect to all shares. The
Company cannot guarantee that shares purchased under the Plan will,
at any particular time, be worth more or less than their purchase
price.
In performing its duties under the Plan, the Company is not
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 the participant's death, the prices or timing at which
shares are purchased under the Plan or fluctuations in market value
of shares.
The Company reserves the right to interpret and regulate the
plan as deemed desirable or necessary in connection with its
operation.
