Registration Statement No. 333-_________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
Registration Statement Under the Securities Act of 1933
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Providence Energy Corporation
(Exact name of issuer as specified in its charter)
Rhode Island 05-0389170
(State or other jurisdic- (I.R.S. Employer
tion of incorporation) Identification No.)
100 Weybosset Street
Providence, Rhode Island 02903
(401) 272-5040
(Address, including zip code, and telephone number,
including area code, of registrant's principal
executive offices)
Non-Employee Director Stock Plan
(Full title of the Plan)
Alycia L. Goody, General Counsel and Corporate Secretary
Providence Energy Corporation
100 Weybosset Street
Providence, Rhode Island 02903
(401) 272-5040
(Name, address, including zip code, and telephone
number, including area code, of agent for service
of process)
Copy to:
Margaret D. Farrell, Esq.
Hinckley, Allen & Snyder
1500 Fleet Center
Providence, Rhode Island 02903
(401) 274-2000
If any of the securities being registered on this form are to be offered on a
delay or continuous basis pursuant to Rule 415 under the Securities Act of 1933
check the following box. [x]
Exhibit Index on Page 9
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=============================================================================
CALCULATION OF REGISTRATION FEE
=============================================================================
Title of
Each Class of Proposed Proposed
Securities Amount Maximum Maximum Amount
to be to be Offering Price Aggregate Registration
Registered Registered Per Share(*) Offering Price Fee
- -----------------------------------------------------------------------------
Common Stock 50,000 shs. $18.1875 $909,375 $275.57
(par value
$1.00)
- -----------------------------------------------------------------------------
(*) Computed pursuant to Rule 457(h) solely for the purpose of determining
the registration fee, based on the average of the high and low prices of the
Registrant's Common Stock as reported on the New York Stock Exchange on April
14, 1997.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 3. Incorporation of Certain Documents by Reference.
The following documents heretofore filed by Providence Energy
Corporation (the "Registrant") with the Securities and Exchange Commission
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act")
are incorporated by reference in this Registration Statement:
(a) The Registrant's latest annual report on Form10-K, or, if the
financial statements therein are more current, the Registrant's latest
prospectus, other than the prospectus of which this document is a part, filed
pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the
"Securities Act").
(b) All other reports filed by the Registrant pursuant to Sections13(a)
or 15(d) of the Exchange Act since the end of the fiscal year covered by the
annual report or the prospectus referred to in (a) above.
(c) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement filed under Section 12 of the Exchange Act,
including any amendment or reports filed for the purpose of updating such
description.
All documents subsequently filed by the Registrant pursuant to
Sections13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
of the shares of Common Stock offered have been sold or which de-registers all
of such shares then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
<PAGE>
Item 6. Indemnification of Directors and Officers.
Section 1.1-4.1 of the Rhode Island Business Corporation Act sets forth
circumstances under which directors, officers, employees and agents may be
insured or indemnified against liability which they may incur in their
capacities.
The Company's articles of incorporation and by-laws provide for
indemnification of directors and officers of the Company for loss and expenses
(including attorneys' fees) incurred in connection with any claim made against
the director or officer by reason of any breach of duty, neglect, error,
misstatement, misleading statement, omission or any other act wrongfully done or
attempted by the director or officer alleged by any claimant and except for
claims (i) for any breach of the director's or officer's duty of loyalty to the
Company or its shareholders; (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law; (iii) for
liability imposed upon a director or officer pursuant to the provisions of
Section 1.1-43 of the Rhode Island Business Corporation Act; (iv) for any
transaction from which the director or officer derived an improper personal
benefit; or (v) for an accounting or profits in fact made from the purchase or
sale by the director or officer of the securities of the Company within the
meaning of Section 16 of the Securities Exchange Act of 1934, as amended.
In addition to the authority conferred upon the Company as provided
above, the articles provide that the Board of Directors may authorize agreements
to be entered into with each director to provide that the Company shall pay, on
behalf of the director with whom the same is entered into, certain losses or
expenses arising from claims made against the director in his capacity as a
director of the Company by reason of any breach of duty, neglect, error,
misstatement, misleading statement, omission or other act wrongfully done or
attempted. The articles further provide that any agreement so authorized may
provide for the advancement of expenses to a director prior to the final
disposition of any action, suit or proceeding involving such director and based
on the alleged commission by the director of any such breach of duty or other
act wrongfully done or attempted subject to an undertaking by the director to
repay the same to the Company if the act involves a claim for which
indemnification is not permitted under the articles and the final disposition of
the action results in an adjudication adverse to the director.
The articles provide that any such agreement may not provide for the
indemnification of a director, or for the reimbursement of a director, in
connection with any claim (1) for any breach of the director's duty of loyalty
to the Company or its shareholders, (2) for acts or omissions not in good faith
or which involve intentional misconduct or knowing violation of law, (3) for
profits under Section 16(b) of the Securities Exchange Act of 1934, as amended,
or (4) for improper personal benefit (unless the transaction is permitted by the
Rhode Island Business Corporation Act).
The Company has entered into agreements with each of its directors
providing for indemnification and reimbursement to the full extent permitted by
the articles.
The Company has director and officer liability insurance that insures
directors and officers, and will provide for payment to the Company of costs
incurred by it in indemnifying its directors and officers.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the
Company pursuant to the foregoing provisions, the Company has been informed that
in the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is therefore unenforceable.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
A list of the exhibits included as part of this Registration Statement
is set forth in the Exhibit Index which immediately precedes such exhibits and
is hereby incorporated by reference herein.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this 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 this
Registration Statement (or the most recent post-effective
amendment thereof);
(iii) To include any material information with respect to the
plan of distribution not previously disclosed or any
material change to such information;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not
apply if 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 Exchange
Act that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this 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.
(c) The undersigned Registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Exchange Act; and, where
interim financial information required to be presented by Article 3 of
Regulation S-X is not set forth in the prospectus, to deliver, or cause to be
delivered to each person to whom the prospectus is sent or given, the latest
quarterly report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.
(d) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described in Item 6, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit, or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filling on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf of the undersigned, thereunto duly
authorized, on the 15th day of April, 1997.
PROVIDENCE ENERGY CORPORATION
By: /s/ Gary S. Gillheeney
Gary S. Gillheeney, Senior Vice
President, Chief Financial Officer
and Treasurer
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned persons
does hereby constitute and appoint Gary S. Gillheeney, with full power of
substitution his true and lawful attorney-in-fact and agent for him 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, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing necessary to be done in order to effectuate the same as
fully, to all intents and purposes, as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
Signature Title Date
/s/ James H. Dodge Chairman of the Board, April 15, 1997
- ----------------------------- Chief Executive Officer,
James H. Dodge President and Director
/s/ Gary S. Gillheeney Senior Vice President, April 15, 1997
- ------------------------------ Treasurer and Chief
Gary S. Gillheeney Financial Officer
/s/ Gilbert R. Bodell, Jr. Director April 15, 1997
- ------------------------------
Gilbert R. Bodell, Jr.
/s/ John H. Howland Director April 15, 1997
- ------------------------------
John H. Howland
<PAGE>
/s/ Douglas H. Johnson Director April 15, 1997
- -----------------------------
Douglas H. Johnson
/s/ William Kreykes Director April 15, 1997
William Kreykes
/s/ Paul F. Levy Director April 15, 1997
- ----------------------------------
Paul F. Levy
/s/ Romolo A. Marsella Director April 15, 1997
- ------------------------------
Romolo A. Marsella
/s/ M. Anne Szostak Director April 15, 1997
- -------------------------------
M. Anne Szostak
/s/ Kenneth W. Washburn Director April 15, 1997
- -----------------------------
Kenneth W. Washburn
/s/ W. Edward Wood Director April 15, 1997
- ------------------------------
W. Edward Wood
<PAGE>
EXHIBIT INDEX
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER EHIBIT PAGE
4.1 Articles of Incorporation of
the Registrant, as amended
(filed as an exhibit to the Registrant's
Form 10-Q for the quarterly period
ended March 31, 1996 and by this
reference incorporated herein) N/A
4.2 By-laws of the Registrant, as amended
(filed as an exhibit to the Registrant's
Form 10-Q for the quarterly period ended
March 31, 1996 and by this reference
incorporated herein) N/A
4.3 Non-Employee Director Stock
Plan of Registrant 10
5 Opinion of Hinckley, Allen &
Snyder 16
23.1 Consent of Arthur Andersen LLP 18
23.2 Consent of Hinckley, Allen &
Snyder (contained in their
opinion filed as Exhibit 5) N/A
Exhibit 4.3
PROVIDENCE ENERGY CORPORATION
NON-EMPLOYEE DIRECTOR STOCK PLAN
This Providence Energy Corporation Non-Employee Director Stock Plan (the
"Plan") is adopted by Providence Energy Corporation (the "Company") for the
purpose of advancing the interests of the Company by giving the Company's
non-employee directors a proprietary interest in the Company's success, by
compensation them for their services to the Company and by attracting able
individuals to directorships with the Company.
1. Definitions. For purposes of this Plan, the following terms shall have
the meanings set forth below:
"Administrator" means the person(s) appointed by the Board to administer
the Plan as provided in Paragraph 2 hereof.
"Annual Fee" means, for each full year of service as a director of the
Company, an annual retainer in the amount established by the Board as
compensation for such service.
"Annual Meeting" means the annual meeting of the Company's shareholders.
"Board" means the Board of Directors of Providence Energy Corporation.
"Chairman Fee(s)" means, for a director who is the chairman of any
committee of the Board, an annual retainer (in addition to the Annual Fee and
Meeting Fee(s)) in an amount established by the Board as compensation for
service by the chairman.
"Change in Control" shall have the meaning set forth in Paragraph
4(b)(ii) hereof.
"Common Shares" means the Company's common stock, $1.00 par value per
share.
"Company" means Providence Energy Corporation, a Rhode Island
corporation.
"Effective Date" means November 21, 1996, subject to the approval of the
Plan by the Company's shareholders.
"Grant Date" means the effective date of a grant of Common Shares
pursuant to Paragraph 4 hereof.
"Grant Shares" means the Common Shares granted and issued to a
Participant pursuant to Paragraph 4 hereof and any securities issued with
respect thereto as a result of a stock dividend, stock split, recapitalization
or otherwise.
"Market Value" means, as of any Grant Date, (i) the average of the
closing prices for the Common Shares on the principal national securities
exchange on which the Common Shares are listed or admitted to trading, on the
last five (5) days immediately preceding the Grant Date on which the Common
Shares are traded on such exchange, or (ii) if the Common Shares are not so
listed or admitted to trading, then the average of the last quoted prices with
respect to the Common Shares or, if not so quoted, the average of the high bid
and low asked prices in the over-the-counter market with respect to the Common
Shares, in either case as reported by the National Association of Securities
Dealers, Inc. Automated Quotation System or such other system as may then be in
use, for the last five (5) days immediately preceding the Grant Date for which
such quotation or reports are available.
"Meeting Fee(s)" means an amount per each meeting of the Board or
committee of the Board attended as established by the Board as compensation for
such attendance.
"Participant" means a director who has met the requirements of
eligibility and participation described in Paragraph 3 hereof.
2. Administration. The Plan shall be administered by the Administrator.
The Administrator may establish, subject to the provisions of the Plan, such
rules and regulations as it deems necessary for the proper administration of the
Plan, and make such determination and take such action in connection therewith
or in relation to the Plan as it deems necessary or advisable, consistent with
the Plan.
3. Eligibility and Participation.
(a) All non-employee directors of the Company shall automatically
participate in the Plan as of the later of (i) the Effective Date, or (ii) the
date of initial election to the Board. A director who is a regular employee or
officer of the Company is not eligible to participate in the Plan.
(b) A Participant shall cease participation in the Plan as of the date
the Participant (i) fails to be re-elected to the Board, (ii) resigns or
otherwise vacates his position on the Board, or (iii) becomes a regular employee
or officer of the Company.
4. Stock Awards.
Commencing with October 1, 1997, on the first day of the Company's
fiscal year in each fiscal year, a Participant shall be awarded that number of
shares with a Market Value on such date equal to 25% such Participant's
aggregate Annual Fee, Meeting Fees and Chairman Fees for the prior fiscal year
provided, however, that no awards shall be granted pursuant to this Plan after
September 30, 2007. Such awards shall be subject to the following terms and
conditions:
(a) Three-Year Vesting. The interest of a Participant in any
Common Shares granted hereunder ("Grant Shares") shall vest on the third
anniversary of the Grant Date, provided that the Participant shall have remained
a director of the Company or one of its participating subsidiaries for the three
years following the Grant Date; if such Participant fails to complete such
three-year service requirement and his or her interest in such Grant Shares is
not otherwise vested under paragraph (b) or (c) below, such Participant shall
forfeit to the Company all unvested Grant Shares theretofore issued to such
Participant hereunder and such Participant shall thereafter have no further
rights with respect to such Grant Shares.
(b) Acceleration of Vesting. Notwithstanding the provisions of
paragraph (a), a Participant's interest in Grant Shares shall become immediately
vested upon any of the following occurrences:
(i) The Participant ceases to be a director of the
Company or any of its participating subsidiaries by reason of such
Participant's death or disability (as defined in Section 72(m)(7) of the
Internal Revenue Code of 1986, as amended); or
(ii) There is a "Change in Control" of the Company. A
Change in Control" shall mean the occurrence of any of the following:
A. Any Person (as hereinafter defined) shall,
together with all Affiliates (as hereinafter defined) of such
Person, become the Beneficial Owner (as hereinafter defined) of
twenty percent (20%) or more of the outstanding Common Shares of
the Company. The term "Person" shall mean an individual, a
corporation, association, partnership, joint venture, trust,
organization or any other entity. An "Affiliate", with respect
to any Person, shall mean any other Person who is, or who would
be deemed to be, an "affiliate" or an "associate" of such Person
within the respective meanings ascribed to such terms in Rule
12b-2 of the General Rules and Regulations under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), as such
Rule is in effect from time to time. A Person shall be deemed to
be the "Beneficial Owner" of any Common Shares of which such
Person or any of such Person's Affiliates is deemed to be a
"beneficial owner" within the meaning of Rule 13d-3 of the
General Rules and Regulations under the Exchange Act, as such
Rule is in effect from time to time.
B. The Board of the Company approves any
consolidation or merger of the Company in which the Company is
not to be the surviving corporation or pursuant to which the
Common Shares or other voting common stock of the Company are to
be converted into cash, securities or other property, or any
sale, lease, exchange or other transfer (in a single transaction
or in a series of related transactions) of all or substantially
all the assets of the Company; or
C. During any 24-month period individuals who
at the beginning of such period constituted the Board of the
Company cease for any reason to constitute a majority thereof;
provided, however, that any Director who was not in office at
the beginning of such 24-month period, but whose election by the
Board or by the Company's shareholders was to fill a vacancy
caused by the death or retirement of a Director and who was
approved by a vote of at least two-thirds of the Directors then
in office who either were Directors at the beginning of such
period or whose election was previously so approved shall be
deemed to have been in office at the beginning of such period
for purposes of this clause C.
(c) Vesting on Retirement. If a Participant to whom Grant Shares
are issued hereunder ceases to be a director of the Company or any of its
participating subsidiaries during the three-year period provided for in
paragraph (a) by reason of his or her retirement following attaining age 65, the
interest of the Participant in any Grant Shares then subject to forfeiture shall
become vested on the date of such retirement.
(d) Rights as a Shareholder. Except as otherwise provided in
this Paragraph 4, a Participant shall have all of the rights of a shareholder of
the Company with respect to Grant Shares registered in his or her name,
including the right to vote such Grant Shares and receive dividends and other
distributions paid or made with respect to such Grant Shares.
(e) Share Adjustments. The provisions contained in the Plan
shall apply to any other shares of capital stock of the Company or other
securities which may be acquired by the Participant as a result of a share
dividend, share split, share combination, or exchange for other securities
resulting from any recapitalization, reorganization or any other transaction
affecting the Grant Shares.
(f) Custody of Grant Shares. At the time of the issuance of
Grant Shares to a Participant, the Participant shall deposit the certificate
therefor with the Company, together with an assignment thereof duly executed in
blank, with signature guaranteed as required by the Company. The Company shall,
so long as such Grant Shares are subject to forfeiture under paragraph (a),
retain custody of such certificate and assignment for the account and benefit of
the Participant. If such Grant Shares shall be forfeited pursuant to paragraph
(a), the Company may cause such Grant Shares to be transferred of record into
the name of the Company, or its nominee. At the time all forfeiture provisions
relating to such Grant Shares shall terminate, the Company will, upon payment to
the Company by the Participant of an amount equal to all taxes required to be
withheld by the Company as a result of such termination, or upon the making of
alternative arrangements under paragraph (g) below, deliver such certificate to
the Participant, together with assignment referred to above, without
restrictions except for such restrictions as may be required to ensure
compliance with Federal and state securities laws. Any such restrictions may at
the Company's discretion be noted or referred to conspicuously on such
certificate prior to its delivery to the Participant.
(g) Withholding Taxes. At the time of the issuance of Grant
Shares to a Participant, and as a condition of the Company's obligation to
deliver a certificate for such Grant Shares to the Participant, the Participant
shall pay to the Company an amount equal to all taxes required to be withheld by
the Company for the account of the Participant as a result of such issuance; or,
in lieu of such payment, the Company may, at its sole option, accept the written
authorization of the Participant to withhold such taxes from compensation
thereafter becoming payable to the Participant by the Company. If the
Participant shall elect under Section 83 of the Internal Revenue Code of 1986,
as amended, to accelerate the recognition of income attributable to the receipt
of Grant Shares, the Participant shall furnish the Company with a copy of such
election concurrently with its filing with the Internal Revenue Service and
shall pay to the Company the amount of taxes required to be withheld for the
account of the Participant by reason of such election.
(h) Compliance with Securities Laws. Common Shares issued by the
Company shall be granted and issued only in full compliance with all applicable
securities laws, including laws, rules and regulations of the Securities and
Exchange Commission and applicable state Blue Sky Laws. With respect thereto,
the Administrator may impose such conditions on transfer, restrictions and
limitations as it may be deem necessary and appropriate to assure compliance
with such applicable securities laws.
5. Shares Subject to the Plan.
(a) The Common Shares to be issued and delivered by the Company
under the Plan may be either authorized but unissued shares or treasury shares
of the Company.
(b) The aggregate number of Common Shares of the Company which
may be issued under the Plan shall not exceed 50,000 shares; subject, however,
to the adjustment provided in Paragraphs 4(a) and 5(c) in the event of stock
splits, stock dividends, exchanges of shares of the like occurring after the
Effective Date of this Plan.
(c) In the event there is any change in the Company's Common
Shares resulting from stock splits, stock dividends, combinations or exchanges
or shares, or other similar capital adjustments, equitable proportionate
adjustments shall automatically be made without further action by the Board or
Administrator in the number of the Common Shares available for award under this
Plan.
6. Amendment or Termination. The Board may terminate this Plan at any
time, and may amend the Plan at any time or from time to time; provided,
however, that the Plan shall not be amended more than once every six months,
other than to comport with changes in the Internal Revenue Code, the Employee
Retirement Income Security Act, or the rules thereunder; and further provided
that any amendment that would increase the aggregate number of Common Shares
that may be issued under the Plan, materially increase the benefits accruing to
Participants under the Plan, or materially modify the requirements as to
eligibility for participation in the Plan shall be subject to the approval of
the Company shareholders to the extent required by Rule 16b-3 under the Exchange
Act, or any other governing rules or regulations except that such increase or
modification that may result from adjustments authorized by Paragraph 4(e) does
not require such approval. No suspension, amendment or termination shall
adversely affect or impair the rights of a Participant to any then issued and
outstanding Grant Shares without the consent of such Participant.
7. Company Responsibility.All expenses of this Plan, including the cost
of maintaining records, shall be borne by the Company.
8. Implied Consent. Every Participant, by acceptance of an award under
this Plan, shall be deemed to have consented to be bound, on his or her own
behalf and on behalf of his or her heirs, assigns, and legal representatives,
by all of the terms and conditions of this Plan.
9. Rhode Island Law to Govern. This Plan shall be construed and
administered in accordance with and governed by the laws of the State of Rhode
Island.
10. Indemnification of the Administrator. In addition to such other
rights of indemnification he may have as an officer, the Administrator shall be
indemnified by the Company against the reasonable expenses, including attorneys'
fees, actually and necessarily incurred in connection with the defense of any
action, suit or proceeding, or in connection with any appeal herein, to which he
may be a party by reason or any action taken or any failure to act under or in
connection with the Plan, or any award granted hereunder, and against all
amounts paid by him in satisfaction of a judgment in any such action, suit or
proceeding in which he has been determined to be liable for misconduct in his
duties; provided that within fifteen (15) days after receipt of service of
process in connection with any such action, suit or proceeding the Administrator
shall in writing offer the Company the opportunity, at the Company's expense, to
defend the same on his behalf.
Exhibit 5
HINCKLEY, ALLEN & SNYDER
One Financial Center
Boston, MA 02110
April 15, 1997
Providence Energy Corporation
100 Weybosset Street
Providence, Rhode Island 02903
RE: Registration Statement on Form S-8
Gentlemen:
We have acted as counsel to Providence Energy Corporation, a Rhode Island
corporation (the "Company"), in connection with the filing by the Company of a
Registration Statement on Form S-8 (the "Registration Statement") with the
Securities and Exchange Commission relating to 50,000 shares of the Company's
common stock, par value $1.00 per share (the "Common Stock"), to be issued
pursuant to the Providence Energy Corporation Non-Employee Director Stock Plan
(the "Plan").
In connection with this opinion, we have examined the Company's
Articles of Incorporation, the bylaws of the Company, as amended, the
Registration Statement, corporate proceedings of the Company relating to the
issuance of the Common Stock, the Plan and such other instruments and documents
as we have deemed relevant under the circumstances.
In making the aforesaid examination, we have assumed the genuineness of
all signatures and the conformity to original documents of all copies furnished
to us as original or photostatic copies. We have also assumed that the corporate
records furnished to us by the Company include all corporate proceedings
regarding the issuance of the Common Stock taken by the Company to date.
<PAGE>
Based upon and subject to the foregoing, we are of the opinion that the
Common Stock which may be issued under the Plan has been duly authorized and
when issued in accordance with the terms of the Plan will be validly issued,
fully paid and non-assessable.
We hereby consent to the use of our opinion as herein set forth as an
exhibit to the Registration Statement. This opinion is rendered to you in
connection with the Registration Statement, and except as consented to in the
preceding sentence, may not be relied upon or furnished to any other person in
any context. In giving such consent, we do not thereby admit that we are within
the category of persons whose consent is required under Section 7 of the
Securities Act of 1933 or the rules and regulations of the Securities and
Exchange Commission thereunder.
Very truly yours,
/s/ Hinckley, Allen & Snyder
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Form S-8 Registration Statement of our reports dated November
7, 1996, including in Providence Energy Corporation Annual Report Form 10-K for
the year ended September 30, 1996, and to all references to our Firm included in
or made part of this Registration Statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Boston, Massachusetts
April 15, 1997
