Registration Statement No. 333-______
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
__________________________
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
__________________________
PROVIDENCE ENERGY CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Rhode Island 05-0389170
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization
100 Weybosset Street, Providence, Rhode Island 02903
(Address, including zip code
of Principal Executive Offices)
Providence Energy Corporation Performance Share Plan
(Full Title of the Plan)
Susann G. Mark, Esq.
Providence Energy Corporation
100 Weybosset Street
Providence, Rhode Island 02903
(401) 272-9191
(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
__________________________
<PAGE>
CALCULATION OF REGISTRATION FEE
_______________________________________________________________________________
Title of Each Proposed Proposed Maximum Amount of
Class of Amount to be Maximum Aggregate Registration
Securities to Be Registered(1) Offering Price Offering Fee
Registered Per Share (2) Price (2)
_______________________________________________________________________________
Common Stock, par
value $1.00 per
share.......... 150,000 $29.25 $4,387,500.00 $1,219.73
_______________________________________________________________________________
(1) Based on 150,000 shares reserved for issuance under the Providence Energy
Corporation Performance Share Plan (the "Plan").
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) and based on an average of the exercise price of the
high and low prices reported on the New York Stock Exchange as of July 30, 1999.
<PAGE>
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed by the Providence Energy
Corporation ("PEC") with the Securities and Exchange Commission (the
"Commission"), are incorporated by reference herein and shall be deemed to be a
part hereof:
(a) Providence Energy Corporation's latest Annual Report filed on
Form 10-K for the fiscal year ended September 30, 1998 filed
pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934 (the "Exchange Act");
(b) All other reports filed by Providence Energy Corporation
pursuant to Section 13(a) or 15(d) of the Exchange Act since the
end of the fiscal year covered by the Annual Report on Form 10-K
set forth in (a) above; and
(c) The description of Common Stock included in Providence Energy
Corporation's Registration Statement filed under Section 12 of
the Exchange Act, including any amendment or report filed for
the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated herein by reference and shall be deemed 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.
<PAGE>
Item 5. Interests of named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
For information with respect to the indemnification of directors,
officers and persons controlling the registrant against liabilities under the
Securities Act of 1933, reference is made to Item 15 of the registrant's
Registration Statement or Form S-2, Registration Statement No. 33-24125,
incorporated herein by this reference.
Item 8. Exhibits.
Exhibit No. Description
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 (incorporated by reference to
Exhibit 4.1 to the report of the Registrant on Form
8-K File No. 001-10632 dated July 29, 1998)
4.2 Providence Energy Performance Share Plan (incorporated
by reference to Exhibit 10.13 to Registrant's Annual
Report on Form 10-K for the year ended September 30,
1998)
5 Opinion of Hinckley, Allen & Snyder LLP
23.1 Consent of Arthur Andersen LLP, Independent Accountants
23.2 Consent of Hinckley, Allen & Snyder LLP (included in
Exhibit 5)
24 Powers of Attorney
<PAGE>
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 to
include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
(2) that, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof; and
(3) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Commission such indemnification is against public policy
as expressed in the Securities Act of 1933 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 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 whether such indemnification by it is against
public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement covering the Providence Energy Corporation Performance
Share Plan to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Providence, State of Rhode Island, on August 2, 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 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on August 2, 1999.
Signature Title
s/ James H. Dodge Chairman, President and Chief Executive
James H. Dodge Officer (Principal Executive Officer)
s/ Kenneth W. Hogan Chief Financial Officer and Treasurer
Kenneth W. Hogan (Principal Financial Officer and
Principal Accounting Officer)
* Director
Gilbert R. Bodell, Jr.
* Director
John H. Howland
* Director
Douglas H. Johnson
* Director
William Kreykes
<PAGE>
* Director
Paul F. Levy
* Director
Romolo A. Marsella
* Director
M. Anne Szostak
* Director
Kenneth W. Washburn
* Director
W. Edward Wood
*s/ Susann G. Mark
Susann G. Mark,
Attorney-in-fact
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
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 (incorporated by reference to Exhibit 4.1 to
the report of the Registrant on Form 8-K File No. 001-10632 dated
July 29, 1998)
4.2 Providence Energy Performance Share Plan (incorporated by reference
to Exhibit 10.13 to the Registrant's Annual Report on Form 10-K for
the year ended September 30, 1998)
5 Opinion of Hinckley, Allen & Snyder LLP
23.1 Consent of Arthur Anderson LLP, Independent Accountants
23.2 Consent of Hinckley, Allen & Snyder LLP (included in Exhibit 5)
24 Powers of Attorney
EXHIBIT 5
August 2, 1999
Board of Directors
Providence Energy Corporation
100 Weybosset Street
Providence, RI 02903
Ladies and Gentlemen:
We have acted as counsel to Providence Energy Corporation, a Rhode
Island corporation (the "Company"), in connection with the preparation and
filing of the Registration Statement of the Company on Form S-8 (the
"Registration Statement") relating to the registration under the Securities Act
of 1933, as amended (the "Securities Act"), of 150,000 shares of common stock,
par value $1.00 per share (the "Common Stock") of the Company to be issued
pursuant to the Providence Energy Corporation Performance Share Plan (the
"Plan").
In so acting, we have examined originals or copies, certified or
otherwise identified to our satisfaction, of the Registration Statement, the
Company's Articles of Incorporation, as amended, the Company's By-laws, as
amended, and such other instruments as we have deemed relevant and necessary as
a basis for the opinions hereinafter set forth.
In such examination, we have assumed the genuineness of all signatures,
the legal capacity of natural persons, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified, conformed or photostatic copies and the
authenticity of the originals of such latter documents.
Based on and subject to the foregoing, we are of the opinion that the
shares of Common Stock which may be issued under the Plan and registered
pursuant to the Registration Statement have been duly authorized and, when
issued in accordance with the terms of the Plan, will be validly issued, fully
paid and nonassessable.
We hereby consent to the use of our name and opinion in and 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 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.
Very truly yours,
s/ Hinckley, Allen & Snyder
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-8 pertaining to The
Providence Energy Corporation Performance Share 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-8 (the
"Registration Statement") covering the offering of shares of common stock of
Providence Energy Corporation authorized to be issued under the Providence
Energy Corporation Performance Share 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
