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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-1004
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) MARCH 31, 2000
PROVIDENCE ENERGY CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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RHODE ISLAND 1-10032 05-0389170
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
100 WEYBOSSET STREET 02903
PROVIDENCE, RHODE ISLAND (Zip Code)
(Address of principal executive offices)
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REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (401) 272-5040
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ITEM 5. OTHER EVENTS
Providence Energy Corporation ("Providence Energy") has consented to
Southern Union Company ("Southern Union") purchasing up to 4.9% of the
outstanding shares of common stock of Providence Energy through open market
purchases or in privately negotiated transactions. Providence Energy has
consented to such purchases under the confidentiality agreement between
Providence Energy and Southern Union, so long as its merger agreement with
Southern Union has not been terminated, and subject to Southern Union's receipt
of all necessary consents, compliance with applicable law and execution and
delivery of a voting agreement and irrevocable proxy. Southern Union has
received the Missouri Public Service Commission's approval of such purchases.
The voting agreement and irrevocable proxy requires Southern Union to vote all
of its shares of Providence Energy common stock in favor of the approval of the
merger agreement between Providence Energy and Southern Union and the
transactions contemplated thereby. It also requires Southern Union to vote its
shares of Providence Energy common stock on any other matter that is not
inconsistent with the merger agreement and the transactions contemplated by it
that may be submitted to a vote of shareholders in the same proportion as the
votes cast by other Providence Energy shareholders
Copies of Providence Energy's press release dated March 31, 2000 and
its consent letter and the accompanying form of voting agreement and irrevocable
proxy are attached hereto as Exhibits 99.1 and 99.2, respectively, and are
incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENT AND EXHIBITS.
(c) Exhibits.
99.1 Press Release of Providence Energy dated March 31, 2000.
99.2 Letter from Providence Energy to Southern Union dated
March 31, 2000 and form of voting agreement and
irrevocable proxy attached as an exhibit thereto.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Providence Energy Corporation
Dated: April 3, 2000 By:/s/ Kenneth W. Hogan
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Name: Kenneth W. Hogan
Title: Vice President,
Chief Financial
Officer and
Treasurer
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EXHIBIT INDEX
Exhibit No. Description
99.1 Press Release of Providence Energy dated March 31, 2000.
99.2 Letter from Providence Energy to Southern Union dated March 31,
2000 and form of voting agreement and irrevocable proxy
attached as an exhibit thereto.
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INVESTOR CONTACT: MEDIA CONTACT:
Timothy D. Green James A. Grasso
Director of Investor Relations Vice President, Public and
Government Affairs
(401) 272-5040 ext. 2224 (401) 272-5040 ext. 2340
FOR IMMEDIATE RELEASE
PROVIDENCE ENERGY AUTHORIZES THE PURCHASE OF SHARES BY SUITOR
SOUTHERN UNION COMPANY MAY PURCHASE UP TO 4.9 PERCENT
PROVIDENCE, RI: March 31, 2000: PROVIDENCE ENERGY CORPORATION (NYSE:PVY)
(PROVENERGY) today announced that it has consented to Southern Union Company of
Austin, Texas (NYSE:SUG)(Southern Union) purchasing up to 4.9% of the
outstanding shares of common stock of PROVENERGY through open market purchases
or in privately negotiated transactions.
On November 15, 1999, PROVENERGY announced its intention to merge with Southern
Union. The merger is subject to certain regulatory and shareholder approvals
and, pending such approvals, is expected to be consummated during the summer of
2000.
PROVENERGY has consented to such purchases under the confidentiality agreement
between PROVENERGY and Southern Union, so long as its merger agreement with
Southern Union has not been terminated, and subject to Southern Union's receipt
of all necessary consents, compliance with applicable law and execution and
delivery of a voting agreement and irrevocable proxy. Southern Union has
received the Missouri Public Service Commission's approval of such purchases.
The voting agreement and irrevocable proxy requires Southern Union to vote all
of its shares of Providence Energy common stock in favor of the approval of the
merger agreement between Providence Energy and Southern Union and the
transactions contemplated thereby. It also requires Southern Union to vote its
shares of PROVENERGY common stock on any other matter that is not consistent
with the merger agreement and the transactions contemplated by it that may be
submitted to a vote of shareholders in the same proportion as the votes cast by
other PROVENERGY Shareholders.
PROVENERGY is a distributor and marketer of natural gas, heating oil, and
petroleum products and a retail marketer of electricity and energy services. Its
principal subsidiaries within its regulated operations include PROVGAS and
NORTH ATTLEBORO GAS and within its retail non-regulated operation include
PROVENERGY SERVICES, PROVENERGY FUELS and PROVENERGY POWER.
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Providence Energy Corporation
100 Weybosset Street
Providence, RI 02903
March 31, 2000
Southern Union Company
504 Lavaca Street, Suite 800
Austin, TX 78701
Ladies and Gentlemen:
Reference is made to the Agreement and Plan of Merger, dated as of November
15, 1999 (as amended, supplemented or modified from time to time, the "Merger
Agreement"), among Southern Union Company ("Southern Union"), GUS Acquisition
Corporation and Providence Energy Corporation ("Providence Energy").
Notwithstanding anything to the contrary contained in the
Confidentiality Agreement (the "Agreement") between Providence Energy and
Southern Union, Providence Energy hereby consents to the purchase by Southern
Union of outstanding shares of common stock of Providence Energy ("Providence
Energy Common Stock"), prior to the termination of the Merger Agreement in
accordance with its terms, through open market purchases or in privately
negotiated transactions (the "Purchases") in an aggregate amount not to exceed
4.9% of the outstanding shares of Providence Energy Common Stock, provided that:
(1) Southern Union obtains all necessary consents for the Purchases;
(2) the Purchases otherwise are made in accordance with all applicable
laws and regulations; and
(3) prior to any such Purchase, Southern Union executes and delivers to
Providence Energy a voting agreement and irrevocable proxy in the form
of Exhibit A hereto.
Sincerely,
PROVIDENCE ENERGY CORPORATION
By: /s/ Kenneth W. Hogan
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Name: Kenneth Hogan
Title: Vice President and Chief Financial
Officer and President
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Exhibit A
FORM OF VOTING AGREEMENT AND IRREVOCABLE PROXY
Ladies and Gentlemen:
Reference is made to the Agreement and Plan of Merger among
Southern Union Company ("Southern Union"), GUS Acquisition Corporation ("GUS")
and Providence Energy Corporation ("Providence Energy"), dated as of November
15, 1999 (as amended, supplemented or otherwise modified from time to time, the
"Merger Agreement"), pursuant to which, among other things, GUS will be merged
with and into Providence Energy. In connection therewith, the undersigned
agrees, upon each and every oral or written request or direction by Providence
Energy, and in accordance with such request or direction, (i) to vote each of
the shares of common stock (par value $1 per share) of Providence Energy
beneficially owned by the undersigned (the "Shares") entitled to vote as of the
record date for the Special Meeting of Shareholders of Providence Energy called
for the purpose of voting on the Merger Agreement, either in person or by proxy,
in favor of the approval of the Merger Agreement and the transactions
contemplated thereby and (ii) to vote the Shares, either in person or by proxy,
on any other matter that is not inconsistent with the Merger Agreement and the
transactions contemplated thereby submitted to Providence Energy's shareholders
for approval in the same proportion as the votes cast by the shareholders of
Providence Energy other than Southern Union. The undersigned irrevocably
appoints each of James H. Dodge and James DeMetro attorney-in-fact and proxy of
the undersigned, with full power of substitution, to vote the Shares on its
behalf pursuant to the preceding sentence. This appointment is effective upon
execution of this proxy and shall be valid until (A) in the case of clause (i)
of the second preceding sentence, the earlier to occur of (i) the termination of
the Merger Agreement in accordance with its terms or (ii) the consummation of
the transactions contemplated by the Merger Agreement and (B) in the case of
clause (ii) of the second preceding sentence, the earliest to occur of (i)
October 6, 2001, (ii) the sale of the Shares to one or more parties unaffiliated
with Southern Union in open market transactions or (iii) the consummation of the
transactions contemplated by the Merger Agreement. This proxy is irrevocable and
shall be deemed to be coupled with an interest. The execution of this proxy
shall revoke all prior proxies or written consents given by the undersigned at
any time with respect to the Shares and no subsequent proxies or written
consents may be given (and if given will be deemed not to be effective) by the
undersigned with respect to the Shares.
The undersigned hereby represents and warrants that the
undersigned has full power and authority to execute this proxy, and has, or will
have, good and unencumbered title to the Shares, free and clear of all liens,
restrictions, charges and encumbrances, and not subject to any adverse claim, in
any such case that would preclude the effectiveness of this proxy. The
undersigned will, upon request, execute and deliver any additional documents and
take such further actions necessary or desirable to carry out the purposes of
this proxy. All authority conferred or agreed to be conferred in this proxy
shall be binding upon the successors, assigns, executors, administrators,
trustees in bankruptcy and legal representatives of the undersigned.
SOUTHERN UNION COMPANY
By:
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Name:
Title:
Dated:
