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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Florida Public Utilities Company
(Name of Issuer)
Common Stock, par value $1.50
(Title of Class of Securities)
341135101
(CUSIP Number)
Stephen R. Rusmisel
Winthrop, Stimson, Putnam & Roberts
One Battery Park Plaza
New York, New York 10004
(212) 858-1442
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 2, 2000
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D,
and is filing this Schedule because of Sections 240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following: [ ]
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CUSIP NO. 341135101
SCHEDULE 13D
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
C.A. La Electricidad de Caracas
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
WC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
C.A. La Electricidad de Caracas is organized under the laws of
Venezuela
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NUMBER OF SHARES 7. SOLE VOTING POWER
280,800
BENEFICIALLY OWNED BY
8. SHARED VOTING POWER
EACH PERSON WITH 0
9. SOLE DISPOSITIVE POWER
280,800
10. SHARED DISPOSITIVE POWER
0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
280,800
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT ON ROW (11)
9.97%
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14. TYPE OF REPORTING PERSON
CO
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CUSIP NO. 341135101
SCHEDULE 13D
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Corporacion EDC, C.A.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Corporacion EDC, C.A. is organized under the laws of Venezuela
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NUMBER OF SHARES 7. SOLE VOTING POWER
0
BENEFICIALLY OWNED BY
8. SHARED VOTING POWER
EACH PERSON WITH 0
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
0
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT ON ROW (11)
0%
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14. TYPE OF REPORTING PERSON
CO
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SCHEDULE 13D
Item 1. Security and Issuer.
The class of equity securities to which this statement relates is the
common stock, par value $1.50 (the "Shares") of Florida Public Utilities
Company, a Florida corporation (the "Issuer"). The principal executive offices
of the Issuer are 401 South Dixie Highway, West Palm Beach, Florida 33401.
Item 2. Identity and Background.
(a) Names of Persons Filing. This statement is being filed jointly by
C.A. La Electricidad de Caracas ("EDC") and Corporacion EDC, C.A. ("CEDC"), both
being corporations organized under the laws of Venezuela (collectively, the
"Reporting Persons"). EDC provides electric service principally to metropolitan
Caracas and surrounding areas and is the largest private-sector electric utility
in Venezuela. CEDC concentrates its activities in non-regulated businesses in
Venezuela and abroad, including telecommunications, water and gas, and in
electricity businesses outside of Venezuela. Shares of the two companies trade
together as "stapled" shares on the Caracas Stock Exchange.
Although EDC and CEDC are two separate legal entities, they are managed
as a single enterprise. The boards of directors of EDC and CEDC are identical.
EDC and CEDC are managed jointly through a single Corporate Committee, which is
responsible for establishing overall policies of both companies and a single
Integration Committee, which is responsible for the implementation of the
overall policies of both companies. In addition, the two companies have a single
treasury which manages the funds of both companies and those of their
subsidiaries, allocating cash resources, making inter-company loans and making
short-term investments in liquid instruments to generate interest income.
The principal businesses of EDC and CEDC are conducted at their
principal office of Avenida Vollmer, Edificio Central La Electricidad de
Caracas, San Bernardino, Caracas, Venezuela.
None of the Reporting Persons has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
None of the Reporting Persons has, during the last five years, been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to federal or state securities law or finding any
violation with respect to such laws.
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Item 3. Source and Amount of Funds or Other Consideration.
On Friday, June 2, pursuant to a privately negotiated purchase, EDC
acquired 279,600 Shares of the Issuer for a price of $6,990,000 ($25 per share).
The source of funds for the purchase was working capital.
On Monday, June 5, pursuant to an open-market purchase with a three day
settlement period, EDC acquired 3,200 Shares of the Issuer for a price of
$61,624.96 ($19.26 per share). The source of funds for the purchase was working
capital.
On Tuesday, June 6, EDC sold on the open-market, with same day
settlement, 2,000 Shares of the Issuer for a price of $37,000 ($18.50 per
share).
The current amount of the Issuer shares currently owned by EDC is
280,800 for a total purchase price of $7,014,624.96 (an average of $24.98 per
share).
Item 4. Purpose of Transaction.
The purpose of the acquisition of the Shares was a passive investment.
EDC has no intention of acquiring any additional Shares and is in the process of
arranging to dispose of some or all of the Shares in the open market, in
privately negotiated transactions to third parties or otherwise. However, no
formal arrangements have been made to date for the disposition of the Shares.
As of the date hereof, except as described herein, the Reporting
Persons do not have any plans or proposals which relate to or would result in
(a) the acquisition by any person of additional securities of the Issuer, or the
disposition of securities of the Issuer; (b) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount
of assets of the Issuer or any of its subsidiaries; (d) any change in the
present board of directors or management of the Issuer including any plans or
proposals to change the number of term of directors or to fill any existing
vacancies on the board; (e) any material change in the present capitalization or
dividend policy of the Issuer; (f) any other material change in the Issuer's
business or corporate structure; (g) changes in the Issuer's Certificate of
Incorporation or other actions which may impede the acquisition of control of
the Issuer by any person; (h) causing a class of securities of the Issuer to be
delisted from a national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered national securities
association; (i) a class of equity securities of the Issuer becoming eligible
for termination of registration pursuant to Section 12(g)(4) of the Act; or (j)
any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) EDC is the direct beneficial owner of 280,800 Shares, which in the
aggregate constitutes approximately 9.97% of the outstanding shares of common
stock of the Issuer.
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(b) EDC has the sole power to vote or direct the vote and disposition
of the 280,800 Shares directly owned by it as described in paragraph (a). CEDC
does not have power to vote or direct the vote or dispose of any of the Shares.
(c) Except as described in Items 3 and 4 hereof, none of the Reporting
Persons has effected any transactions in Shares during the past 60 days.
(d) No other person is known by the Reporting Persons to have the
right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of any of the 280,800 Shares acquired by EDC.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
To the best knowledge of the Reporting Persons, there are no contracts,
arrangements, understandings or relationships (legal or otherwise) among the
persons named in Item 2 and between such persons and any person with respect to
any securities of the issuer, including but not limited to transfer or voting of
any of the securities, finder's fees, joint ventures, loan or option
arrangements, put or calls, guarantees of profits, division of profits or loss,
or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
None.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: June 12, 20000
C.A. La Electricidad de Caracas
By: /s/ Oscar Machado
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Name: Oscar Machado
Title: President-in-charge
Corporacion EDC, C.A.
By: /s/ Oscar Machado
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Name: Oscar Machado
Title: President-in-charge
