Registration Statement No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
PROVIDENCE ENERGY CORPORATION
(Exact name of issuer as specified in its charter)
Rhode Island 05-0389170
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
100 Weybosset Street, Providence, Rhode Island 02903
(401) 272-5040
(Address of, including zip code, and telephone number,
including area code, of principal executive offices)
Susann G. Mark, Esq.
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)
Copies to:
Margaret D. Farrell, Esq.
Hinckley, Allen & Snyder LLP
1500 Fleet Center
Providence, RI 02903
(401) 274-2000
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the Registration Statement becomes effective.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
investment plans, check the following box. [ x ]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] __________________________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: [ ] _____________________
CALCULATION OF REGISTRATION FEE
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Title of Each Proposed Proposed Maximum Amount of
Class of Amount to be Maximum Aggregate Registration
Securities to Be Registered(2) Offering Price Offering Fee
Registered (1) Per Share (3) Price (3)
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Common Stock,
par value $1.00
per share.... 500,000 $29.25 $14,625,000.00 $4,065.75
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(1) The contents of Registration Statement on Form S-3 (No. 33-70086)
relating to 500,000 shares of common stock issuable under the Providence Energy
Corporation Automatic Dividend Reinvestment and Cash Stock Purchase Plan (the
"Plan") are incorporated by reference.
(2) Base upon 500,000 additional shares reserved for issuance under the
Plan.
(3) Estimated solely for the purpose of computing the registration fee
in accordance with Rule 457(c) on the basis of the reported closing price of the
common stock of Providence Energy Corporation on the New York Stock Exchange on
July 30, 1999.
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PROSPECTUS
PROVIDENCE ENERGY CORPORATION
100 Weybosset Street
Providence, Rhode Island 02903
Telephone: 401-272-9191
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AUTOMATIC DIVIDEND REINVESTMENT AND
CASH STOCK PURCHASE PLAN
----------------------
500,000 SHARES
COMMON STOCK
$1 Par Value
----------------------
The Automatic Dividend Reinvestment and Cash Stock Purchase Plan of
Providence Energy provides holders of shares of its common stock with a simple
and convenient method of purchasing additional shares of common stock without
payment of any brokerage commission or service charge. Any holder of record of
shares of common stock may join the plan.
Participants in the plan may:
-invest in common stock by having cash dividends on all or part
of their shares of common stock automatically reinvested, or
-invest in common stock by making optional cash deposits of not
less than $25 per deposit up to a maximum of $5,000 per quarter, or
-invest in common stock by reinvesting their cash dividends and
by making optional cash deposits.
If shares purchased by the plan are newly issued or treasury shares of
Providence Energy, the purchase price will be the average of the closing prices
of Providence Energy's common stock as reported on the New York Stock Exchange
for the three business days immediately before the dividend payment date or
other purchase investment date. If the shares are purchased in the open market
or in a negotiated transaction, the price to participants will be the weighted
average purchase price, excluding commissions and other fees.
This prospectus relates to shares of common stock of Providence Energy
registered for purchase under the plan. You should keep this prospectus for
future reference.
The common stock offered under the plan will be listed on the New York Stock
Exchange. Shares of Providence Energy common stock are listed on the New York
Stock Exchange and trade under the symbol "PVY".
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Neither the SEC nor any state securities regulators have approved the Providence
Energy common stock to be issued or determined if this prospectus is adequate or
accurate.
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The date of this prospectus is August __, 1999.
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TABLE OF CONTENTS
Where You Can Find More Information............................................
Incorporation of Certain Information by Reference..............................
General Information............................................................
Description of the Automatic Dividend Reinvestment and Cash Stock Purchase Plan.
Definition..............................................................
Purpose.................................................................
Advantages..............................................................
Administration..........................................................
Participation...........................................................
Costs ..................................................................
Optional Cash Deposits..................................................
Purchases...............................................................
Reports to Participants.................................................
Dividends...............................................................
Certificates............................................................
Withdrawal..............................................................
Other Information.......................................................
Use of Proceeds.................................................................
Legal Opinion...................................................................
Experts.........................................................................
Disclosure of Commission Position on Indemnification for Securities
Act Liability..................................................................
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
Providence Energy is subject to the informational requirements of the
Securities Exchange Act of 1934 and files reports and other information with the
Securities and Exchange Commission. Proxy statements, reports and other
information can be inspected and copied at the SEC's Public Reference Room at
450 Fifth Street, N.W., Washington, D.C. 20549 as well as the following Regional
Offices: 7 World Trade Center, Suite 1300, New York, New York 10048 and Citicorp
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Such
material can also be inspected at the New York Stock Exchange. Copies can be
obtained by mail at prescribed rates. Requests should be directed to the SEC's
Public Reference Section, 450 Fifth Street, N.W., Washington, D.C. 20549. You
may obtain information about the operation of the Public Reference Room by
calling the SEC at 1-800-SEC-0330.
The SEC also maintains a worldwide web site that contains reports, proxy
statements and other information about Providence Energy. The address of that
site is http://www.sec.gov.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us to "incorporate by reference" the information we file
with them, which means:
- incorporated documents are considered part of the prospectus;
- we can disclose important information to you by referring you to
those documents; and
- information that we file with the SEC will automatically update and
supersede certain information in this prospectus.
We incorporate by reference the documents listed below which were filed
with the SEC under the Securities Exchange Act of 1934, as amended ("Exchange
Act"):
- Our Annual Report on Form 10-K for the year ended September 30, 1998;
- Our Quarterly Reports on Form 10-Q and Form 10-Q/A for the quarters
ended December 31, 1998 and March 31, 1999;
- Our definitive proxy statement dated December 16, 1998, filed in
connection with the annual meeting of shareholders held January 14,
1999; and
- The description of our common stock set forth on page 20 of
Providence Energy's prospectus forming a portion of Registration
Statement No. 33-24125 on Form S-2.
We also incorporate by reference each of the following documents that
we will file with the SEC after the date of this prospectus but before the end
of the offering of common stock covered by this prospectus;
- reports filed under Sections 13(a) and (c) of the Exchange Act;
- definitive proxy or information statements filed under Section 14 of
the Exchange Act in connection with any subsequent shareholders'
meeting; and
- any reports filed under Section 15(d) of the Exchange Act
These documents will be deemed to be a part of this Prospectus from
the date we file them with the SEC.
Any person receiving a copy of this prospectus may obtain without
charge, upon oral or written request, a copy of any of the documents
incorporated by reference herein, except for the exhibits to such documents.
Requests should be addressed to Investor Relations, Providence Energy
Corporation, P.O. Box 938, Providence, Rhode Island 02903. Telephone: (401)
272-9191.
Shareholders already enrolled in the plan need take no action to
continue their participation in Providence Energy's plan.
<PAGE>
GENERAL INFORMATION
No dealer, salesman or any other person has been authorized to give
any information or to make any representation other than those contained in this
prospectus and, if given or made, such information or representation must not be
relied upon as having been authorized by Providence Energy. This prospectus does
not constitute an offer to sell or a solicitation of an offer to buy any of
these securities in any jurisdiction to any person to whom it is unlawful to
make such offer or solicitation in such jurisdiction.
DESCRIPTION OF THE AUTOMATIC DIVIDEND REINVESTMENT
AND CASH STOCK PURCHASE PLAN
The following is a question and answer statement of the Automatic
Dividend Reinvestment and Cash Stock Purchase Plan of Providence Energy.
Definition
1. WHAT IS THE PLAN?
The plan provides that holders of Providence Energy's common stock may
reinvest their cash dividends in additional shares of common stock and/or make
optional cash deposits monthly for the purchase of additional shares of common
stock. The following questions and answers explain how a shareholder may have
his cash dividends reinvested and how he may also purchase additional shares for
cash.
Purpose
2. WHAT IS THE PURPOSE OF THE PLAN?
The plan offers the holders of common stock of Providence Energy a
convenient and automatic method of investing their cash dividends and/or
optional cash deposits, if any, in additional shares of Providence Energy's
common stock.
Advantages
3. WHAT ARE SOME OF THE ADVANTAGES OF THE PLAN?
The plan provides shareholders with a convenient, systematic method of
purchasing additional shares of Providence Energy's common stock. Participants
in the plan may (a) have cash dividends on all or part of their shares
automatically reinvested, or (b) invest by making optional cash deposits of not
less than $25 and up to a maximum of $5,000 per quarter, or (c) reinvest their
cash dividends and make additional cash deposits. See Questions 11-13. The plan
provides for the purchase of fractional shares. Under the plan, the shareholder
avoids the cumbersome safekeeping of certificates. The plan also offers
simplified recordkeeping. Brokerage commissions, if any, bank charges, and other
related costs are paid by Providence Energy.
<PAGE>
Administration
4. WHO ADMINISTERS THE PLAN FOR PARTICIPANTS?
The Bank of New York has been designated by Providence Energy to
administer the plan as agent for participants, maintain records, send statements
of account to participants, and perform other duties relating to the plan.
Should it ever become necessary or desirable to replace The Bank of New York as
agent, a successor agent would be appointed by Providence Energy.
Participation
5. WHO IS ELIGIBLE TO PARTICIPATE?
All holders of record of shares of common stock are eligible to
participate in the plan. To be eligible to participate, beneficial owners of
shares of common stock of Providence Energy whose shares are registered in names
other than their own, such as in the name of a broker or bank nominee should
either instruct their nominees to become participants in the plan with respect
to the shares held by such nominees or have their shares registered in their own
names and participate in the plan directly.
6. HOW DOES AN ELIGIBLE SHAREHOLDER PARTICIPATE?
To participate, a shareholder completes and signs an authorization card
provided by The Bank of New York and sends it to The Bank of New York, Church
Street Station, P.O. Box 11002, New York, New York 10288-1002. These cards will
be provided at any time upon request by writing The Bank of New York at the
above address or by telephoning The Bank of New York at (888) 269-8845.
7. WHEN MAY A SHAREHOLDER JOIN THE PLAN?
Eligible shareholders may join the plan at any time. If the
authorization card is received by The Bank of New York in sufficient time for
processing prior to the record date, normally approximately 21 days before the
payable date of a dividend, such dividend will, if the authorization card so
provides, be invested in additional shares of common stock for the applicant's
plan account. If the authorization card is not received in sufficient time for
processing before the record date, that dividend will be paid in cash and the
shareholder's initial dividend reinvestment will be delayed until the following
dividend.
8. WHAT DOES THE AUTHORIZATION CARD PROVIDE?
The authorization card provides for direction to Providence Energy to
pay all of the participating shareholder's quarterly cash dividends on the
number of shares registered in his own name which he enrolls in the plan, as
well as those held for him in the plan, to The Bank of New York. A participant
may authorize Providence Energy to pay to The Bank of New York the quarterly
cash dividends on less than all the shares registered in his name. The
authorization card also appoints The Bank of New York as agent for the
shareholder and directs The Bank of New York to apply such dividends, and any
optional cash deposits the shareholder may make as a participant, to the
purchase of additional shares of Providence Energy's common stock in accordance
with the terms and conditions of the plan. If the "Optional Cash Payments Only"
box on the authorization card is checked, Providence Energy will continue to pay
cash dividends to the participant on those shares registered in his name in the
usual manner, but The Bank of New York will invest any optional cash deposits
the participant chooses to make.
Regardless of the form of participation elected, the authorization card
directs The Bank of New York to reinvest for the participant the dividends paid
on shares which have been credited to a participant's account under the plan.
<PAGE>
Costs
9. ARE THERE ANY EXPENSES TO PARTICIPANTS IN CONNECTION WITH
PURCHASES UNDER THE PLAN?
No. All expenses relating to the administration of the plan are paid by
Providence Energy.
10. WHAT IS THE SOURCE OF SHARES PURCHASED UNDER THE PLAN?
Shares purchased under the plan will be either authorized but unissued
shares of common stock of Providence Energy which will be issued for this
purpose, shares held as treasury shares by Providence Energy or shares acquired
in the open market or shares acquired in a negotiated transaction.
Optional Cash Deposits
11. HOW DO THE OPTIONAL CASH DEPOSITS OPERATE?
Optional cash deposits received from a participant at least five
business days prior to a cash investment date will be applied by The Bank of New
York to the purchase of additional shares of common stock on the cash investment
date, which is usually the 15th day of each month. Such purchases will be made
at a price which will be the average of the closing prices of Providence
Energy's common stock as reported on the New York Stock Exchange for the three
days on which such shares are traded before the cash investment date. Cash
dividends paid on all shares credited to the account of a participant under the
plan, whether such shares were purchased with reinvested cash dividends or
optional cash payments, will be automatically reinvested in additional shares on
the dividend payment dates in accordance with the participant's election.
12. HOW ARE OPTIONAL CASH DEPOSITS MADE?
An optional cash deposit may be made by a participant when enrolling by
enclosing a check or money order, payable to The Bank of New York, with the
authorization card returned to The Bank of New York. Thereafter, optional cash
deposits may be made at any time. The same amount of money does not need to be
deposited each month, and there is no obligation to make optional cash deposits
in any month. Each optional cash deposit made by a participant must be at least
$25. Such deposits may not in any one quarter exceed a total of $5,000 for any
one participant. All cash deposits will be confirmed by The Bank of New York and
will appear on the next account statement.
13. WHEN WILL OPTIONAL CASH DEPOSITS BE INVESTED?
Optional cash deposits received at least five business days prior to any
cash investment date will be invested monthly on such cash investment date,
usually the 15th day of each month. Optional cash deposits received less than
five business days prior to any cash investment date will be invested on the
following cash investment date. An optional cash deposit made by check or draft
will not be invested unless such check or draft has cleared prior to the cash
investment date. Under no circumstances will interest be paid on optional cash
deposits, and participants are therefore urged to transmit their optional cash
deposits so as to be received by The Bank of New York not earlier than fifteen
days prior to the cash investment date. Only shares purchased prior to the
record date for dividends will receive such dividends.
<PAGE>
Purchases
14. HOW MANY SHARES OF COMMON STOCK WILL BE PURCHASED FOR A PARTICIPANT?
The number of shares to be purchased depends upon the amount of the
participant's dividend, optional cash deposits, if any, and the price of the
common stock. Each participant's account will be credited with that number of
shares, including fractions computed to three decimal places, which is equal to
the total amount to be invested divided by the purchase price.
15. WHAT WILL BE THE PRICE OF COMMON STOCK PURCHASED UNDER THE PLAN?
If shares purchased by the plan are treasury or newly issued shares
purchased from Providence Energy, the price of shares of common stock purchased
under the plan will be the average of the closing prices of Providence Energy's
common stock as reported on the New York Stock Exchange for the three days on
which such shares were traded before the dividend payment date or the cash
investment date. If the shares are purchased in the open market or in a
negotiated transaction, the price to participants will be the weighted average
purchase price, excluding commissions and other fees.
Reports to Participants
16. HOW WILL THE PARTICIPATING SHAREHOLDER BE ADVISED OF HIS PURCHASE
OF STOCK?
Each participant in the plan will receive a statement of his account,
shortly after each purchase, confirming the transaction and itemizing any
previous investment activity for the calendar year. These statements will be a
participant's continuing record of the cost of his purchases and should be
retained for income tax purposes. The Bank of New York will issue a confirmation
of each optional cash deposit investment. In addition, each participant will
receive a prospectus and will receive copies of the same communications sent to
every other holder of shares of common stock, including Providence Energy's
interim reports, annual reports, notices of annual meetings and proxy
statements, and any income tax information for reporting dividends paid.
Dividends
17. WILL PARTICIPANTS BE CREDITED WITH DIVIDENDS ON THE FRACTIONAL
SHARES HELD IN THE PLAN?
Yes. Dividends with respect to fractions, as well as full shares, will
be credited to each participant's account and will be reinvested in additional
shares in accordance with the participant's election.
Certificates
18. WILL CERTIFICATES BE ISSUED FOR SHARES OF COMMON STOCK PURCHASED?
Normally, certificates for shares purchased under the plan will not be
issued to participants. The number of shares credited to a participant's account
under the plan will be shown on his statement of account.
Certificates for any number of full shares credited to a participant's
account under the plan will be issued upon the written request of such
participant. The issuance of such certificates will not terminate the
participant's continuation in the plan. Requests for certificates should be
mailed to The Bank of New York, Church Street Station, P.O. Box 11002, New York,
NY 10288-1002. Any remaining full shares and fractions of a share will continue
to be credited to the participant's account.
Shares credited to the account of a participant under the plan may not
be pledged as collateral unless certificates for such shares are issued in the
participant's name. A participant who wishes to pledge such shares must request
certificates for the shares in the manner described above.
Certificates for fractional shares will not be issued under any
circumstances.
19. WHAT HAPPENS TO THE FRACTIONAL SHARE WHEN THE PLAN IS TERMINATED,
OR WHEN A PARTICIPANT WISHES TO TERMINATE HIS ACCOUNT UNDER THE
PLAN?
When a participant's account is terminated or Providence Energy
terminates the plan, a cash adjustment representing the fractional share will be
mailed directly to the participant. The cash payment to each such participant
will be based on the opening market price as reported on the New York Stock
Exchange on the next day on which shares of Providence Energy's common stock are
traded, following the day the withdrawal request is received by The Bank of New
York, less any related brokerage commission and transfer tax for such fractional
share.
20. IN WHOSE NAME WILL CERTIFICATES FOR FULL SHARES BE ISSUED?
Each account in the plan will be maintained in the same name in which
the certificate of the participant was registered on Providence Energy's
shareholder account at the time the participant entered the plan. Consequently,
certificates for full shares will be similarly registered when issued, unless
the participant, by written request, has directed The Bank of New York to
register the account in a different name.
<PAGE>
Withdrawal
21. HOW DOES A PARTICIPANT WITHDRAW FROM THE PLAN?
In order to withdraw from the plan, a participant must notify The Bank
of New York in writing that he wishes to withdraw. When a participant withdraws
from the plan or upon termination of the plan by Providence Energy, certificates
for full shares credited to his account under the plan will be issued without
charge. A participant's interest in any fractional share held in the
participant's account at termination will be paid in cash at the then current
market value of common stock. See Question 19.
Upon a participant's withdrawal from the plan, the participant may
request that the full shares credited to the participant's account in the plan
be sold. If the participant so requests, The Bank of New York will sell the full
shares held under the plan at market, deduct a service charge of five percent of
the sales price (net of commission) up to a maximum of $2.50 and deduct the
brokerage commission, and deliver the net cash proceeds to the participant,
together with a cash payment for any fractional share held in the participant's
account at termination.
22. WHEN MAY A PARTICIPANT WITHDRAW FROM THE PLAN?
A participant may withdraw from the plan at any time. If the request to
withdraw is received in sufficient time for processing prior to the record date,
the termination will be effective for that dividend payment date. Otherwise, the
dividend paid on such date will be invested for the participant's account. All
dividends with a record date after timely receipt of notice of termination will
be sent directly to the participant.
23. WHEN MAY A SHAREHOLDER REJOIN THE PLAN?
Generally, an eligible shareholder may again become a participant at any
time by following the procedures described in this prospectus. However,
Providence Energy reserves the right to reject any authorization card from a
previous participant on grounds of excessive joining and termination. This is
intended to minimize unnecessary administrative expense and to encourage use of
the plan as a long-term shareholder investment service.
Other Information
24. WHAT HAPPENS WHEN A PARTICIPATING SHAREHOLDER SELLS OR TRANSFERS
ALL OF THE SHARES REGISTERED IN HIS NAME?
If a participating shareholder sells or transfers all of the shares
registered in the participant's name, but does not give notice of termination
under the plan, The Bank of New York may continue to reinvest the dividends on
the shares credited to his account under the plan until notified in writing by
such participant that the participant wishes to withdraw from the plan.
25. WHAT HAPPENS IF THE CORPORATION ISSUES A STOCK DIVIDEND OR
DECLARES A STOCK SPLIT?
All stock dividends or stock splits distributed by Providence Energy on
shares held by The Bank of New York for the participant will be credited to the
participant's account. Stock dividends or stock splits distributed on shares
held by the shareholder himself will be mailed directly to the shareholder in
the same manner as to shareholders who are not participating in the plan.
26. IF THE CORPORATION HAS A COMMON STOCK RIGHTS OFFERING, HOW WILL
THE RIGHTS ON THE PLAN'S SHARES BE HANDLED?
There are no preemptive rights with respect to the common stock of
Providence Energy. Currently, one common stock purchase right ("Right") is
attached to each outstanding share of Providence Energy's common stock
outstanding, including shares credited to the participant's account under the
plan. Each Right entitles the holder to purchase one share of common stock at a
price of $70 per share, subject to adjustment, and grants the holder certain
other rights in the event someone attempts a hostile takeover of Providence
Energy. These Rights expire on August 17, 2008 and may be redeemed on the vote
of the Board of Directors at a redemption price of $.01 per Right. If Providence
Energy makes available to its shareholders other rights to purchase additional
shares or other securities, the participant will receive a subscription warrant
for all such rights directly from The Bank of New York.
27. HOW WILL A PARTICIPANT'S SHARES BE VOTED AT MEETINGS OF
SHAREHOLDERS?
Proxies for all of a participant's shares, including those credited to
the participant's account under the plan, will be sent to each participant prior
to each shareholders' meeting. The participant may vote these shares in
accordance with this proxy or may vote in person at the shareholders' meeting.
28. WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF PARTICIPATION IN
THE PLAN?
Shareholders who participate in the plan will have the same federal
income tax obligations with respect to dividends paid on their common stock as
other holders of common stock. A participant will be treated for federal income
tax purposes as having received, on the dividend payment date, a dividend equal
to the full amount of the cash dividend paid on such date with respect to his
shares, even though that amount is not actually received by him in cash but,
instead, is applied to the purchase of additional shares for his account.
A participant will not realize any taxable income when he receives
certificates for full shares credited to his account under the plan, either upon
his request for certificates for full shares or upon withdrawal from or
termination of the plan. However, a participant who receives, upon withdrawal
from or termination of the plan, a cash adjustment for a fraction of a share
credited to his account will realize a gain or loss with respect to such
fraction. Gain or loss will also be realized by the participant when full shares
are sold, either pursuant to the participant's request when he withdraws from
the plan or by the participant himself after withdrawal from the plan. The
amount of such gain or loss will be the difference between the net amount which
the participant receives for his shares or fraction of a share, and his tax
basis therefor. Such gain or loss will be capital gain or loss if the shares or
fraction of shares constitute capital assets in the hands of the participant.
Under current law, long-term capital gain is included with the participant's
other income for federal income tax purposes, but is subject to a maximum
federal income tax rate of 20% for individuals and 35% for corporations.
In order to determine the tax basis for shares or any fraction of a
share credited to a participant's account under the plan and for other tax
consequences, the participant should consult his tax adviser.
<PAGE>
29. WHAT IS THE RESPONSIBILITY OF THE SHAREHOLDERS' AGENT UNDER THE
PLAN?
The Bank of New York, which has had no responsibility with respect to
the preparation and contents of this prospectus, or the registration statement
of which this prospectus is a part, will act as agent for the shareholders under
the plan. In performing its duties under the plan, The Bank of New York shall
not be liable for any acts done in good faith, or for any good faith omission to
act, any claims of liability arising out of failure to terminate any
participant's account upon such participant's death prior to receipt of notice
in writing of such death and with respect to the prices at which shares are
purchased for the participant's account and the times such purchases are made.
30. WHAT PROVISION IS MADE FOR FOREIGN SHAREHOLDERS WHOSE DIVIDENDS ARE
SUBJECT TO INCOME TAX WITHHOLDING?
In the case of those foreign shareholders whose dividends are subject to
United States income tax withholding, The Bank of New York will apply the net
amount of the dividends of such participants, after the deduction of taxes, to
the purchase of common stock. If such foreign participants desire to invest the
full amount of their dividends, they may tender cash payments to The Bank of New
York equal to the amount of tax withheld. The minimum cash payment requirement
of $25 will be waived to accommodate all payments, regardless of size, made by
foreign participants on the dividend payment date if received by The Bank of New
York in sufficient time for processing prior to that date.
31. MAY THE PLAN BE CHANGED OR DISCONTINUED?
The plan may be amended by Providence Energy at any time by mailing
written notice at least 30 days prior to the effective date of the notice to
each participant, except when necessary or appropriate to comply with law or the
rules or policies of the SEC or other regulatory authority. The amendment shall
be deemed to be accepted by the participant unless, prior to the effective date
of the notice, The Bank of New York receives written notice of the termination
of a participant's account. Amendment of the plan may include an appointment by
The Bank of New York in its place of a successor-agent under these terms and
conditions. In the event that The Bank of New York appoints a successor-agent,
Providence Energy is authorized to pay to such successor-agent, for the account
of the participant, all dividends and distributions paid on the common stock of
Providence Energy and held by The Bank of New York for the account of the
participant, for application by such successor-agent as provided in these terms
and conditions.
Providence Energy may discontinue the plan and The Bank of New York may
terminate the participant's account by notice in writing mailed to the
participant.
32. WHO BEARS THE RISK OF MARKET PRICE FLUCTUATIONS IN THE
CORPORATION'S COMMON STOCK?
A participant's investment in shares held in his plan account is no
different than his investment in directly-held shares. He bears the risk of loss
and the benefits of gain from market price changes with respect to all of his
shares. Neither Providence Energy nor The Bank of New York can guarantee that
shares purchased under the plan will be worth their purchase price or more or
less than their purchase price at any given time.
33. WHERE SHOULD CORRESPONDENCE REGARDING THE PLAN BE DIRECTED?
All correspondence concerning the plan should be addressed to:
The Bank of New York
Church Street Station
P.O. Box 11002
New York, NY 10288-1002
Be sure to mention Providence Energy Corporation in all such
correspondence.
34. WHAT HAS BEEN THE LEVEL OF PARTICIPATION IN THE PLAN?
As of June 30, 1999, approximately 2,190 shareholders, or approximately
43.8% of the total number of shareholders, had joined the plan. As of the same
date, approximately 1,644,373 shares of common stock had been issued under the
plan, representing approximately 27.3% of total shares outstanding.
USE OF PROCEEDS
Providence Energy does not know and is unable to predict the number or
the prices at which shares of common stock will be purchased under the plan.
When the shares are purchased from Providence Energy under the plan, Providence
Energy intends to add the proceeds of such sales to the general funds of
Providence Energy to be available for general corporate purposes, including
capital expenditures by and working capital requirements of several of
Providence Energy's subsidiaries.
LEGAL OPINION
The validity of the securities offered hereby has been passed upon for
Providence Energy by Hinckley, Allen & Snyder LLP, 1500 Fleet Center,
Providence, Rhode Island 02903.
EXPERTS
The consolidated financial statements and schedules of Providence Energy
Corporation and subsidiaries included in the Annual Report on Form 10-K for the
year ended September 30, 1998, incorporated by reference in this prospectus,
have been examined by Arthur Andersen LLP, independent public accountants, as
indicated in their reports with respect thereto, and are incorporated herein by
reference in reliance upon the authority of said firm as experts in accounting
and auditing in giving said reports.
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES
Section 1.1-4.1 of the Rhode Island Business Corporation Act provides,
under certain circumstances, for indemnity of officers and directors of
Providence Energy.
Providence Energy's Articles of Incorporation and By-laws contain
provisions relating to indemnification of directors and officers as permitted by
and consistent with Section 1.1-4.1.
Insofar as indemnification for liabilities arising under the Securities
Act of l933 may be permitted to directors, officers or persons controlling
Providence Energy pursuant to the foregoing provisions, Providence Energy has
been informed that in the opinion of the SEC such indemnification is against
public policy as expressed in the Act and is therefore unenforceable.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
Registration Fee..............................................$4,065.75
*Printing.....................................................$4,000.00
*Accounting...................................................$5,000.00
*Legal ......................................................$4,000.00
*Mailing and Miscellaneous................................... 434.25
*Total expenses..............................................$17,500.00
- -------------------
*Estimated
Item 15. Indemnification of Directors and Officers
For information with respect to the indemnification of directors and
officers of the registrant, reference is made to Item 15 of Registration
Statement No. 33-24125 on Form S-2, incorporated herein by this reference.
Item 16. List of Exhibits
The exhibits, which are immediately preceded by an index thereof, are
filed as part of this Registration Statement after the signature pages hereto.
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 to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of l933, 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.
The undersigned registrant hereby undertakes that, for the purposes of
determining any liability under the Securities Act of l933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of l934 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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of l933, the
registrant certifies that it has reasonable grounds to believe that it meets all
the requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Providence, State of Rhode Island, on the 2nd day of
August, 1999.
Providence Energy Corporation
By: s/ James H. Dodge
James H. Dodge, Chairman, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of l933, 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, President and August 2, 1999
James H. Dodge Chief Executive Officer
(Principal Executive Officer)
s/ Kenneth W. Hogan Chief Financial Officer and August 2, 1999
Kenneth W. Hogan Treasurer (Principal
Financial and Accounting
Officer)
* Director August 2, 1999
- ---------------------
Douglas H. Johnson
* Director August 2, 1999
- ---------------------
Gilbert R. Bodell, Jr.
* Director August 2, 1999
- ---------------------
William Kreykes
* Director August 2, 1999
- ---------------------
Paul F. Levy
* Director August 2, 1999
- ---------------------
John H. Howland
* Director August 2, 1999
- ---------------------
Romola A. Marsella
* Director August 2, 1999
- ---------------------
Kenneth W. Washburn
* Director August 2, 1999
- ---------------------
M. Anne Szostak
s/ Susann G. Mark Director August 2, 1999
- ---------------------
W. Edward Wood
*
- ---------------------
Susann G. Mark,
Attorney-In-Fact
<PAGE>
EXHIBIT INDEX
Exhibit No. Exhibit
3.1 Articles of Incorporation, as amended
(incorporated by reference to Exhibit 4(e) to
the Registration Statement of the Registrant
on Form S-2 (Registration No.
33-24125))
3.2 Bylaws (incorporated by reference to Exhibit C
to the Proxy Statement/Prospectus forming a
part of the Registrant's Registration
Statement on Form S-14 (Registration No.
2-69473), as amended at the annual meetings of
the shareholders held January 14, 1985 and
January 14, 1991, the text of such amendments
being set forth in each case as Exhibit A to
the proxy statement for such annual meeting,
heretofore filed with the Securities and
Exchange Commission and being incorporated
herein by this reference)
4.1 Stock Rights Agreement (Filed as Exhibit 4.1
to the report of the Registrant on Form 8-K
File No. 001-10632 dated July 29, 1998,
incorporated herein by this reference
5 Opinion of Hinckley, Allen & Snyder LLP
23.1 Consent of Arthur Andersen LLP, Independent
Accountants.
23.2 Consent of Counsel is contained in Exhibit 5
to this Registration Statement
24. Powers of Attorney
<PAGE>
EXHIBIT 5
August 2, 1999
Board of Directors
Providence Energy Corporation
100 Weybosset Street
Providence, RI 02903
Re: Automatic Dividend Reinvestment and Cash Stock Purchase Plan
Gentlemen:
We have acted as counsel to Providence Energy Corporation, a Rhode
Island corporation (the "Company"), in connection with the registration of
500,000 shares of common stock, $1.00 par value (the "Shares"), for issuance
under the Company's Automatic Dividend Reinvestment and Cash Stock Purchase Plan
pursuant to a Registration Statement on Form S-3 (the "Registration Statement")
to which this opinion is an exhibit.
As such counsel, we have relied upon the facts set forth in the
Registration Statement, and we have examined and are familiar with originals or
copies, certified or otherwise identified to our satisfaction, of such
certificates, records, and other documents as we have deemed necessary for the
purpose of this opinion. As to questions of fact, material to such opinion, we
have, when relevant facts were not independently established by us, relied upon
the Company, its officers or certificates of public officials.
Based upon the foregoing, and having regard for such legal
considerations as we deem relevant, we are of the opinion that the Shares have
been duly authorized and will, when sold, be legally issued, fully-paid and
non-assessable.
We consent to the filing of this opinion as an Exhibit to the
Registration Statement and further consent to the reference made to us under the
caption "LEGAL OPINION" in the prospectus constituting part of 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 used
or relied upon or furnished to any other person for any reason. 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 or regulations thereunder.
Yours very truly,
s/ Hinckley, Allen & Snyder LLP
HINCKLEY, ALLEN & SNYDER LLP
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this Registration Statement on Form S-3 pertaining to The
Providence Energy Corporation's Automatic Dividend Reinvestment and Cash Stock
Purchase Plan of our report dated November 6, 1998 included in Providence Energy
Corporation's latest Annual Report on Form 10-K for the fiscal year ended
September 30, l998, and to all references to our Firm included in this
Registration Statement.
ARTHUR ANDERSEN LLP
Boston, Massachusetts
August 2, 1999
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby
constitute and appoint James H. Dodge and Susann G. Mark and each of them with
full power of substitution and full power to act without the other, his true and
lawful attorney-in-fact and agent form him in his name, place and stead, in any
and all capacities, to execute a Registration Statement on Form S-3 (the
"Registration Statement") covering the offering of shares of common stock of
Providence Energy Corporation authorized to be issued under the Providence
Energy Corporation Automatic Dividend Reinvestment and Cash Stock Purchase Plan
and any or all amendments (including post-effective amendments) to the
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 attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in order to effectuate the same as fully, to
all intents and purposes, as they or he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, may lawfully do or cause to be done by virtue hereof.
Signature Title Date
s/ James H. Dodge Director February 25, 1999
- -----------------------
James H. Dodge
s/ Douglas H. Johnson Director February 25, 1999
- -----------------------
Douglas H. Johnson
s/ Gilbert R. Bodell, Jr. Director February 25, 1999
- -----------------------
Gilbert R. Bodell, Jr.
s/ William Kreykes Director February 25, 1999
- -----------------------
William Kreykes
s/ Paul F. Levy Director February 25, 1999
- -----------------------
Paul F. Levy
s/ John H. Howland Director February 25, 1999
- -----------------------
John H. Howland
s/ Romola A. Marsella Director February 25, 1999
- -----------------------
Romola A. Marsella
s/ Kenneth W. Washburn Director February 25, 1999
- -----------------------
Kenneth W. Washburn
s/ M. Anne Szostak Director February 25, 1999
- -----------------------
M. Anne Szostak
s/ W. Edward Wood Director February 25, 1999
- -----------------------
W. Edward Wood
