<PAGE> 1
As Filed with the Securities and Exchange Commission on April 4, 1996
Registration No.________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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MOBILE GAS SERVICE CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
ALABAMA 63-0142930
(State of incorporation) (I.R.S. Employer Identification No.)
</TABLE>
2828 Dauphin Street
Mobile, Alabama 36606
(334) 476-2720
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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JOHN S. DAVIS
President
2828 Dauphin Street
Mobile, Alabama 36606
Telephone: (334) 476-2720
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies of all communications to:
E. B. PEEBLES III
Armbrecht, Jackson, DeMouy,
Crowe, Holmes & Reeves, L.L.C.
1300 AmSouth Center
Mobile, Alabama 36602
(334) 432-6751
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Approximate date of commencement of proposed sale to public:
Sales are expected to take place from time to time after the effective date of
this Registration Statement.
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If the only securities being registered on this Form S-3 are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. /X/
If any of the securities being registered on this Form S-3 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 reinvestment plans, check the following box. / /
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. / /
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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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<CAPTION>
===================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
AMOUNT BEING OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
TITLE OF SECURITIES BEING REGISTERED SHARE (2) PRICE(2) REGISTRATION
REGISTERED FEE
- - -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
COMMON STOCK, $2.50 PAR VALUE 200,000(1) $ 23.125 $ 4,625,000 $ 1,594.83
===================================================================================================================
</TABLE>
(1) Pursuant to Rule 429 under the Securities Act of 1933, as amended, the
Prospectus contained herein will be used in connection with the offer and sale
of securities covered by Registration Statement No. 2-74613, as amended, filed
by the Registrant on October 29, 1981. A total of 17,672 shares of Common
Stock are being carried forward from such prior Form S-16 registration
statement on which a filing fee of $258.75 was paid.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 (c), based on the average of the high and low prices of
the Company's Common Stock as reported on the NASDAQ National Market on April
2, 1996.
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PROSPECTUS
MOBILE GAS SERVICE CORPORATION
Common Stock, $2.50 Par Value per Share
Offered as Set Forth Herein
Pursuant to
Mobile Gas Service Corporation
Dividend Reinvestment and Stock Purchase Plan
MOBILE GAS SERVICE CORPORATION (the "Company"), hereby offers to the
stockholders of the Company the opportunity to purchase shares of the Company's
common stock, $2.50 par value per share (the "Common Stock"), under the
Company's Dividend Reinvestment and Stock Purchase Plan (the "Plan"). No
brokerage commission, fees or service charges are paid by participants in the
Plan (the "Participants") in connection with purchases of shares of Common
Stock for their accounts under the Plan. Under the Plan, holders of record of
the Common Stock of the Company may elect to participate in either or both of
the following:
o Dividend Reinvestment -- under which such cash dividends as are declared and
paid on all or a portion of the shares of Common Stock registered in the name
of the Participant or held for the account of the Participant under the Plan
are automatically reinvested.
o Optional Cash Investments -- under which a Participant can purchase
additional shares of Common Stock through a minimum payment of $25, up to
aggregate payments of $5,000 per calendar quarter.
The common stock of Mobile Gas Service Corporation is traded on the NASDAQ
National Market System under the symbol "MBLE". The price per share for Common
Stock acquired under the Plan is the last sale price of the Common Stock as
reported by the NASDAQ National Market System on the last trading day
immediately preceding the Investment Date.
The provisions of the Plan are stated in this Prospectus in a question and
answer format. This Plan amends and replaces the Plan as originally effective
on October 29, 1981 and all amendments thereto prior to the date of this
Prospectus.
Current stockholders who do not presently participate in the Plan may become
participants by completing an Authorization Card and returning it to AmSouth
Bank of Alabama (the "Bank"). STOCKHOLDERS WHO DO NOT WISH TO PARTICIPATE IN
THE PLAN NEED DO NOTHING AND WILL CONTINUE TO RECEIVE THEIR CASH DIVIDENDS, IF
AND WHEN DECLARED, AS USUAL. STOCKHOLDERS WHO PRESENTLY PARTICIPATE IN THE
PLAN DO NOT NEED TO TAKE ANY FURTHER ACTION TO CONTINUE PARTICIPATION IN THE
PLAN.
This Prospectus relates to 150,000 authorized shares of Common Stock which were
registered for offer and sale on October 29, 1981, of which 17,672 shares have
not been sold as of April 1, 1996, and an additional 200,000 shares of Common
Stock which were registered for offer and sale on April 4, 1996. It is
suggested that this Prospectus be retained for future reference.
_________________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
_________________________________
The date of this Prospectus is April 4, 1996.
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "1934 Act"), and in accordance therewith
files reports, proxy statements and other information with the Securities and
Exchange Commission (the "Commission"). Such reports, proxy statements and
other information filed by the Company may be inspected and copied at the
public reference facilities maintained by the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549, and at the following Regional Offices of the
Commission: Northwestern Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511; and 7 World Trade Center, Suite 1300, New York,
New York 10048. Copies of this material may also be obtained by mail from the
Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. The Company's Common Stock is
traded on the NASDAQ National Market System ("NASDAQ").
This Prospectus does not contain all of the information set forth in the
Registration Statement on Form S-3 of which this Prospectus is a part, and
exhibits relating thereto which the Company has filed with the Commission under
the Securities Act of 1933, as amended (the "1933 Act").
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents and information, previously filed by the Company with
the Commission pursuant to the 1933 Act or the 1934 Act, are incorporated by
reference in this Prospectus and shall be deemed to be a part hereof:
1. The Annual Report of the Company on Form 10 K for the fiscal year
ended September 30, 1995, filed pursuant to Section 13 of the 1934 Act;
2. The Company's definitive Proxy Statement, dated December 15, 1995,
filed pursuant to Section 14 of the 1934 Act in connection with its Annual
Meeting of Stockholders on January 26, 1996; and
3. The Company's Quarterly Report on Form 10 Q for the quarter ended
December 31, 1995, filed pursuant to Section 13 of the 1934 Act.
All reports and any definitive proxy or information statements filed by the
Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of
the 1934 Act subsequent to the date of this Prospectus and prior to the
termination of the offering of Common Stock made hereby shall be deemed to be
incorporated by reference in this Prospectus and to be made a part hereof from
the date of the filing of such documents. Any statement contained herein or in
a document incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for the purposes of this Prospectus to
the extent that a statement contained herein or in any subsequently filed
document which also is or is deemed to be incorporated herein modifies or
supersedes such statement. Any statement so modified or superseded shall not
be deemed to constitute a part of this Prospectus, except as so modified or
superseded.
ANY PERSON TO WHOM A COPY OF THIS PROSPECTUS HAS BEEN DELIVERED, ON THE
WRITTEN OR ORAL REQUEST OF ANY SUCH PERSON, MAY OBTAIN WITHOUT CHARGE A COPY OF
ANY OR ALL OF THE DOCUMENTS REFERRED TO ABOVE WHICH HAVE BEEN INCORPORATED BY
REFERENCE IN THIS PROSPECTUS (OTHER THAN EXHIBITS THERETO UNLESS SUCH EXHIBITS
ARE SPECIFICALLY INCORPORATED BY REFERENCE INTO SUCH DOCUMENTS). REQUESTS FOR
SUCH COPIES SHOULD BE DIRECTED TO G. EDGAR DOWNING, VICE PRESIDENT, GENERAL
COUNSEL AND SECRETARY, MOBILE GAS SERVICE CORPORATION, POST OFFICE BOX 2248,
MOBILE, ALABAMA 36652 (TELEPHONE (334) 476-2720).
2
<PAGE> 5
THE COMPANY
The Company is primarily engaged in the purchase, distribution, sale
and transportation of natural gas to approximately 100,000 residential,
commercial, and industrial natural gas customers in its Southwest Alabama
service territory, which covers approximately 300 square miles, including the
City of Mobile and adjacent areas. The Company, through its subsidiary, Bay
Gas Storage Company, Ltd., provides for the storage and delivery of natural gas
on behalf of the Company and other customers with whom Bay Gas Storage Company,
Ltd. contracts. The Company is also involved in merchandise sales,
specifically sales of natural gas appliances. The Company's principal executive
offices are maintained at 2828 Dauphin Street, Mobile, Alabama 36606,
telephone number (334) 476-2720.
The Company's utility operations are subject to regulation by the
Alabama Public Service Commission ("APSC") as to the issuance of securities,
and as to rates, adequacy of service, safety standards, accounting and
depreciation. Unregulated operations include the sale and financing of gas
appliances and contract and consulting work for utilities and industrial
customers. The Company is also subject to or affected by various federal
regulations.
DESCRIPTION OF THE PLAN
The Plan allows holders of record of the Common Stock of the Company a
convenient method to purchase additional shares of Common Stock through
automatic reinvestment of cash dividends, Optional Cash Investments or both.
There are no brokerage commissions or service charges on any purchases of
shares made through the Plan.
The Company commenced the Plan in 1981 as the Mobile Gas Service
Corporation Dividend Reinvestment Plan. The Prospectus with respect to the
Plan was previously supplemented to reflect inclusion of the Common Stock in
the NASDAQ National Market System, effective April 2, 1985, and a concurrent
change in the method of pricing Common Stock purchased under the Plan to that
currently in effect. The Plan was amended and restated in its entirety with
provisions for Optional Cash Investments added, and the number of shares of
Common Stock issuable under the Plan was increased from 150,000 to 350,000,
effective as of the date of this Prospectus.
Stockholders who do not presently participate in the Plan may become
Participants by completing an Authorization Card and returning it to the Bank
in the manner set forth in the answer to Question 5.
STOCKHOLDERS WHO PRESENTLY PARTICIPATE IN THE PLAN AND WISH TO CONTINUE SUCH
PARTICIPATION DO NOT NEED TO COMPLETE AN AUTHORIZATION CARD OR TAKE ANY OTHER
ACTION. STOCKHOLDERS WHO DO NOT WISH TO PARTICIPATE IN THE PLAN NEED DO
NOTHING AND WILL CONTINUE TO RECEIVE CASH DIVIDENDS, IF AND WHEN DECLARED, AS
USUAL.
The following is a question and answer statement of the provisions of
the Plan which has been approved by the Company's Board of Directors. The Plan
will continue in effect as so amended until further modified or terminated by
the Company.
_____________________________________________________________
3
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MOBILE GAS SERVICE CORPORATION
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
PURPOSE
1. What is the purpose of the Plan?
The purpose of the Plan is to provide record owners of Common Stock
with an easy and convenient method of acquiring additional shares of Common
Stock. Stockholders can purchase additional shares of stock by investing cash
dividends and by making Optional Cash Investments without payment of any
brokerage commissions, fees or service charges. Since the shares of Common
Stock purchased under the Plan are acquired from the Company, the proceeds are
added to the general funds of the Company and are available for capital
expenditures and working capital. The Plan offers eligible holders an
opportunity to invest conveniently for the long-term. The Plan is not intended
to provide a mechanism for generating short-term profits or engaging in other
strategies involving rapid turnover of shares or proliferation of accounts.
The Company accordingly reserves the right to refuse to allow participation in
the Plan and/or to modify, suspend or terminate participation by otherwise
eligible record owners who engage in, or who the Company believes may engage
in, such practices or other practices deemed by the Company to be inconsistent
with the purposes of the Plan or detrimental to the Plan or other participants.
ADVANTAGES
2. What are the advantages of the Plan?
Existing record owners of Common Stock may purchase additional shares
of Common Stock by (i) having all or part of the cash dividends on their shares
of Common Stock automatically reinvested, or (ii) by receiving directly, as
usual, their cash dividends, if and when declared, on shares of Common Stock
registered in their names and investing in the Plan by making cash payments of
not less than $25 per payment nor more than $5,000 per calendar quarter
("Optional Cash Investments"), or (iii) by investing both all or part of their
cash dividends and such Optional Cash Investments.
No brokerage commissions, fees or service charges are paid by a
Participant in connection with the purchase of shares of Common Stock under the
Plan. The Bank, the administering agent of the Plan, assures safekeeping of
shares of Common Stock credited to a Plan account and provides regular
statements of such account. Therefore, stockholders avoid the cumbersome
safekeeping of certificates of shares of Common Stock credited to their Plan
accounts.
ADMINISTRATION
3. Who administers the Plan for Participants?
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The Bank has been designated by the Company as its agent to administer
the Plan, maintain records, send regular statements of account to Participants
and perform other duties relating to the Plan. Shares of Common Stock
purchased under the Plan are held by the Bank as agent for Participants and
registered in the name of the Bank or its nominee. If a Participant desires to
hold their shares personally, upon request, the Bank will issue a stock
certificate in the name of the stockholder(s). The Bank also serves as
Transfer Agent for the Common Stock. Should the Bank resign, or be asked to
resign, another agent will be asked to serve. All communications regarding the
Plan should be sent to the Bank addressed as follows:
AmSouth Bank of Alabama
Corporate Securities Services
Dividend Reinvestment Services
Post Office Box 11426
Birmingham, Alabama 35202
Stockholders should mention the Company in their correspondence and, if
applicable, furnish Plan account numbers. Inquiries may be made to the Bank by
telephone at 1-800-284-4100, ext. 7557.
PARTICIPATION
4. Who is eligible to participate?
All holders of record of shares of Common Stock are eligible to
participate in the Plan. In order to be eligible to participate, beneficial
owners of shares of Common Stock whose shares are registered in names other
than their own (for example, in the name of a broker or a bank nominee) must
become holders of record by having all or a portion of those shares transferred
into their names.
5. How does a record owner of Common Stock become a Participant?
A record owner of Common Stock may join the Plan at any time by
completing an Authorization Card and returning it to the Bank. An
Authorization Card may be obtained by contacting the Bank, or by contacting the
Company as follows:
MOBILE GAS SERVICE CORPORATION
Corporate Treasurer's Office
Post Office Box 2248
Mobile, Alabama 36652
Telephone: (334) 450-4638
6. When do investments begin through the Plan?
Dividend payment dates ordinarily occur on or about the 1st day of
January, April, July and October.
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<PAGE> 8
If an Authorization Card specifying reinvestment of dividends is
received by the Bank not later than the record date for a dividend payment,
reinvestment commences with that dividend payment. If the Authorization Card
is received after such record date, reinvestment of dividends through the Plan
begins with the next dividend payment.
7. What does the Authorization Card provide?
The Authorization Card provides for the purchase of shares of Common
Stock through the following options:
(a) Full Dividend Reinvestment. If the "Full Dividend Reinvestment"
box is checked, the Bank will apply all of a Participant's cash dividends on
shares of Common Stock registered in the Participant's name to the purchase of
additional shares of Common Stock.
(b) Partial Dividend Reinvestment. If the "Partial Dividend
Reinvestment" box is checked, the Bank will reinvest dividends on a number of
shares registered in the Participant's name as indicated by the Participant,
and will pay any remaining dividends in the usual manner.
(c) Optional Cash Investment. If the "Optional Cash Investment" box
is checked, the Bank will apply Optional Cash Investments to the purchase of
additional shares of Common Stock, whether or not dividends are being
reinvested.
Dividends on all shares credited to a Participant's account under the
Plan, whether through reinvestment or Optional Cash Investment, will be
automatically reinvested.
If a Participant does not check any box on the Authorization Card,
then full dividend reinvestment will be assumed.
8. May a Participant reinvest dividends on less than all shares
registered in his or her name?
Except with respect to dividends on shares of Common Stock credited to
a Participant's Plan account, which are reinvested automatically, a Participant
may elect to reinvest all or part of the dividends on shares of Common Stock
registered in his or her name by designating his or her intentions on the
Authorization Card.
9. May a Participant change the method of participation?
At any time, a Participant may change his or her investment option by
completing a new Authorization Card and returning it to the Bank. If the
Participant elects to participate through the reinvestment of cash dividends on
shares registered in his or her name but later decides to reduce the number of
shares on which cash dividends are being reinvested or to participate through
the Optional Cash Investment feature only, an Authorization Card indicating a
change of options must be received by the Bank not later than the record date
for a dividend payment. Otherwise, such change will not be effective until the
next dividend payment.
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An Authorization Card may be obtained by contacting the Company or the
Bank.
COSTS
10. Are there any expenses to Participants in connection with the Plan?
There are no brokerage commissions, fees or service charges to
Participants for purchases under the Plan. All costs of administration of the
Plan are paid by the Company. (See Question 24 and Question 25 for a
discussion of payment by a Participant of brokerage costs and transfer taxes
associated with termination of participation and sale of shares under the
Plan.)
OPTIONAL CASH INVESTMENTS
11. How are Optional Cash Investments made?
Optional Cash Investments may be made by check or money order. A
holder of record of Common Stock may make an initial Optional Cash Investment
when enrolling in the Plan by enclosing a check (made payable to AmSouth Bank
of Alabama) with the Authorization Card. Thereafter, Optional Cash Investments
may be made through the use of cash payment forms sent to Participants as part
of their account statements. Optional Cash Investments which are made by check
or money order need not be in the same amount each time and there is no
obligation to make an Optional Cash Investment each month.
Optional Cash Investments must be received by the Bank not later than
two business days prior to an Investment Date in order to be invested on that
date. (See Question 13.) Optional Cash Investments received by the Bank later
than two business days before an Investment Date will be held until the
following Investment Date. NO INTEREST IS PAID ON OPTIONAL CASH INVESTMENTS
PENDING INVESTMENT. A Participant may obtain the return of any Optional Cash
Investment by written request received by the Bank at least five business days
before the next Investment Date.
12. What are the limitations on making Optional Cash Investments?
Optional Cash Investments may be not less than $25 per payment or more
than $5,000 per calendar quarter. The Company reserves the right to direct the
Bank to refuse any Optional Cash Investments which in the aggregate exceed
$5,000 per calendar quarter with respect to the aggregate of all of a
Participant's Plan accounts. In such event, the excess tendered amount of
Optional Cash Investments will be returned to the Participant.
PURCHASES
13. When are shares of Common Stock purchased through the Plan?
The Investment Dates are the dividend payment dates in January, April,
July and October, which ordinarily occur on or about the 1st day of these
months, and on the 1st day of all other
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months, unless such date is not a business day, in which case the Investment
Date would be the next succeeding business day.
Purchases of shares made with Optional Cash Investments are made
monthly on each Investment Date. Purchases of shares with reinvested dividends
are made quarterly on the Investment Dates in January, April, July and October.
A Participant becomes the owner of the shares purchased through the
Plan on the Investment Date. However, for federal income tax purposes, the
holding period for such shares commences on the following day.
14. What is the price of shares of Common Stock purchased under the Plan?
The price of shares of Common Stock purchased under the Plan is the
last sales price for such shares as reported by the NASDAQ National Market
System on the last trading day preceding the Investment Date (the "Reference
Price").
15. How many shares of Common Stock are purchased for Participants?
The number of shares purchased for a Participant's account depends on
the amount of the Participant's dividends being reinvested or the amount of any
Optional Cash Investments and the applicable Reference Price. Each Plan
account is credited with that number of shares, including fractions computed to
four decimal places, equal to the total amount to be invested on the Investment
Date divided by the applicable Reference Price. THERE IS NO PROVISION IN THE
PLAN FOR PARTICIPANTS TO PURCHASE A SPECIFIC NUMBER OF SHARES.
REPORTS TO PARTICIPANTS
16. What kind of reports are sent to Participants?
Stockholders who participate in the Plan are sent a quarterly
statement of their accounts. Stockholders who participate through the
investment of Optional Cash Investments are sent a monthly statement for any
month in which a cash payment is made. These statements of account show any
cash dividends reinvested and any Optional Cash Investment payments received,
the number of shares purchased, the purchase price for the shares, the number
of Plan shares held for the Participant by the Bank, the number of shares
registered in the name of the Participant reinvesting dividends, and an
accumulation of the transactions for the current calendar year to date.
Quarterly and monthly statements are mailed as soon as practicable after each
Investment Date. These statements are a Participant's continuing record of the
cost of purchases of shares of Common Stock under the Plan, and the last
cumulative statement of the year should be retained for income tax purposes.
In addition, each Participant receives copies of all communications
sent to the Company's stockholders, including quarterly reports, annual
reports, notices of annual meetings and proxy
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statements and income tax information for reporting distributions (including
dividends) paid by the Company.
ISSUANCE OF CERTIFICATES
17. Are certificates issued for shares of Common Stock purchased under the
Plan?
Unless requested by a Participant, certificates for shares of Common
Stock purchased under the Plan are not issued to the Participant. However,
certificates for any number of whole shares credited to a Participant's account
will be issued in the Participant's name without charge by the Bank upon
written request of the Participant; provided, however, that any request
received from reinvestment Participants between a dividend record date and the
Investment Date for that dividend will not be effective until after the
dividend is reinvested under the Plan.
Certificates representing fractional share interests will not be
issued under any circumstances. (See Question 24 concerning payments for
fractional share interests.)
A request for issuance of certificates for Plan shares, including
issuance of certificates for all of the shares credited to a Participant's Plan
account, does not constitute a termination of participation in the Plan by the
Participant. Termination may be effected only through the delivery to the Bank
of a notice of termination. (See Question 24.)
18. In whose name are certificates issued?
Accounts under the Plan are maintained in the name(s) in which
certificates of the Participant(s) were registered at the time they entered the
Plan. Consequently, certificates for whole shares issued upon the request of
Participants are issued in the same name(s).
DIVIDENDS ON FRACTIONS OF SHARES
19. Are Participants' Plan accounts credited with dividends on fractions
of shares?
Participants are credited with the amount of dividends attributable to
fractions of shares in their Plan accounts. These dividends are reinvested
automatically.
WITHDRAWAL OF SHARES IN PLAN ACCOUNTS
20. How may shares be withdrawn from the Plan?
A Participant may withdraw Plan shares credited to his or her account
by notifying the Bank in writing specifying the number of shares to be
withdrawn. Certificates for whole shares of Common Stock so withdrawn will be
issued to and registered in the name of the Participant. Certificates
representing fractional share interests will not be issued under any
circumstances.
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<PAGE> 12
21. Will dividends on shares withdrawn from the Plan continue to be
reinvested?
If a Participant has authorized reinvestment of dividends on all
shares registered in the Participant's name, cash dividends with respect to
shares withdrawn from the Participant's account continue to be reinvested. If,
however, dividends with respect to only part of the shares registered in a
Participant's name are being reinvested, the Bank continues to reinvest
dividends on only the number of shares specified by the Participant on the
Authorization Card unless a new Authorization Card specifying a different
number of shares is received by the Bank.
22. Will dividends on shares credited to a Participant's Plan continue to
be reinvested if the Participant sells or transfers the Common Stock registered
in his or her name?
Even if a Participant sells or transfers all of the shares of Common
Stock registered in his or her name, the Bank continues to reinvest dividends
on the Plan shares until a written request for withdrawal from the Plan is
received from the Participant.
TERMINATION OF PARTICIPATION
23. How does a Participant terminate participation in the Plan?
A Participant may terminate participation in the Plan at any time by
notifying the Bank in writing. A Participant's notice of termination takes
effect when such notice is received by the Bank; provided, however, for a
Participant reinvesting dividends, if the notice of termination is received by
the Bank on or after the record date for a dividend payment, that cash dividend
will be reinvested for the Participant's account. The account then will be
terminated and all subsequent dividends will be paid to the Participant.
Any Optional Cash Payment received before the Bank receives the notice
of termination will be invested for the Participant's account unless the
Participant specifically requests return of the payment prior to five business
days before the next Investment Date.
24. What happens when a Participant terminates participation in the Plan?
When a Participant terminates participation in the Plan by providing
the Bank with a written notice of termination, or upon termination of the Plan
by the Company, certificates for whole shares credited to a Participant's
account will be issued to the Participant and a cash payment will be made for
any fractional share interests. However, in the Participant's notice of
termination of participation, the Participant may direct the Bank to sell all
full and fractional interest held in the Participant's account in the Plan. As
soon as practicable after receipt of notice of termination and instruction for
sale, such sale will be made. Any brokerage fees, transfer and other taxes and
other transaction expenses in connection with such sales will be paid by the
terminating Participant. The proceeds of the sale, net of such expenses, will
be sent to the Participant.
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Dividends paid after termination of participation in the Plan will be
paid in cash directly to the former Participant. Former Participants may
become Participants in the Plan again at any time by signing a new
Authorization Card and returning it to the Bank.
SALE OF PLAN SHARES
25. May a Participant's Plan shares be sold?
A Participant may sell all or a part of shares of Common Stock held in
the Plan in either of two ways. First, the Participant may request
certificates for full shares and arrange for the sale of these shares through a
securities broker of the Participant's choice. Alternatively, as soon as
practicable after receipt of written instructions, the Bank will sell any
portion or all of the shares held by the Bank for the Participant. The
Participant will be charged a commission, transfer and other taxes and other
transaction expenses, which amounts will be deducted from the cash proceeds
paid to the Participant. Shares being sold for the Participant may be
aggregated with those of other Plan Participants who have requested sales. In
that case, the Participant will receive proceeds based on the average sales
price of all shares sold, less a pro rata share of brokerage commissions,
transfer and other taxes and other transaction expenses. A check representing
the proceeds of the sale of shares, net of such expenses, will be forwarded to
the Participant as soon as practicable after settlement of the sale.
RISK TO PARTICIPANTS
26. Does participation in the Plan involve risk?
The Plan itself creates no risk. The risk to Participants is the same
as with any other investment in shares of the Company's Common Stock. Since
purchase prices are established on the Investment Date, a Participant loses any
advantage otherwise available from being able to select the timing of
investments. PARTICIPANTS SHOULD RECOGNIZE THAT NEITHER THE COMPANY NOR THE
BANK CAN ASSURE A PROFIT OR PROTECT AGAINST A LOSS ON SHARES OF COMMON STOCK
PURCHASED UNDER THE PLAN.
STOCK DIVIDENDS OR STOCK SPLITS; RIGHTS OFFERING
27. What happens if the Company issues a stock dividend, declares a stock
split or has a rights offering?
Any stock dividend or split issued by the Company will be credited to
Participants' Plan accounts based on the number of shares (including fractional
share interests) held in such accounts on the record date for such stock
dividend or split.
In the event the Company makes available to stockholders rights to
purchase additional shares of Common Stock or other securities, such rights
will be made available to Participants based on the
11
<PAGE> 14
number of shares (including fractional share interests to the extent
practicable) held in their Plan accounts on the record date established for
determining stockholders who are entitled to such rights.
VOTING RIGHTS
28. How are a Participant's shares voted at meetings of stockholders?
A Participant receives a proxy indicating the total number of shares
of Common Stock held, including shares of Common Stock registered in the
Participant's name and shares of Common Stock credited to the Participant's
Plan account.
If the proxy is returned properly signed and marked for voting, all
the shares covered by the proxy, including those shares registered in the
Participant's name and those shares credited to the Participant's Plan account,
will be voted as marked.
If the proxy is returned properly signed but with no instructions as
to the manner in which the Participant's shares are to be voted with respect to
any item thereon, all of the Participant's shares, including shares registered
in the Participant's name and shares credited to the Participant's Plan
account, will be voted in accordance with the recommendations of the Board of
Directors of the Company. If the proxy is not returned or if it is returned
unexecuted or improperly executed, the Participant's shares will be voted only
if the Participant votes in person.
INCOME TAX CONSEQUENCES
29. What are the federal income tax consequences of participation in the
Plan?
Participants are deemed to have received dividend income on the
Investment Date to the extent that shares of Common Stock are purchased with
reinvested dividends. Thus, the full amount of cash dividends reinvested under
the Plan represent dividend income to Participants.
The basis of shares of Common Stock purchased under the Plan, either
with reinvested cash dividends or Optional Cash Investments, is the Reference
Price on the Investment Date. The holding period for such shares begins on the
day after the Investment Date.
Participants will not realize any taxable income when they receive
certificates for Plan shares credited to their accounts, whether upon
withdrawal from the Plan or otherwise. However, Participants should note that
upon withdrawal they will receive cash payments for the fractional shares
credited to their Plan accounts and may realize a gain or loss. The amount of
such gain or loss will be the difference between the amount the Participant
receives for the fractional shares and the Participant's tax basis for such
shares. Participants will also recognize tax gain or loss (which, for most
Participants, will be capital gain or loss) when whole shares acquired under
the Plan are sold -- either by the Bank at the Participant's request or by the
Participant. (See Question 24 and Question 25.)
12
<PAGE> 15
Under current federal tax laws, the Company may be required to
withhold 31% (called "backup withholding") from the amount of dividends that
would otherwise be reinvested under the Plan. This withholding is required if
any Participant has failed to furnish a valid taxpayer identification number,
failed to properly report interest or dividends or failed, when required, to
certify that the Participant is not subject to such withholding. Should
withholding be required as to any dividends to be reinvested under the Plan,
the Bank will notify the Participant of such requirement when withholding
begins. The amount withheld will be deducted from the amount of the dividend
and only the remaining amount will be invested. The amount withheld will be
reported to the Participant.
THE PRECEDING SUMMARY IS BASED ON THE COMPANY'S INTERPRETATION OF CURRENT TAX
LAWS, INCLUDING REGULATIONS ISSUED BY THE TREASURY DEPARTMENT. THE PRECEDING
SUMMARY MAY BE RENDERED INACCURATE BY ANY FUTURE LEGISLATIVE AMENDMENT TO THE
FEDERAL INCOME TAX LAWS OR ANY FUTURE INTERPRETATIONS OF SUCH LAWS BY THE
TREASURY DEPARTMENT OR BY COURTS. SPECIFIC QUESTIONS REGARDING THE TAX
CONSEQUENCES OF PARTICIPATION IN THE PLAN SHOULD BE DISCUSSED WITH THE
PARTICIPANT'S TAX ADVISOR.
RESPONSIBILITIES OF THE COMPANY AND THE BANK
30. What are the responsibilities of the Company and the Bank under the
Plan?
Neither the Company nor the Bank is liable for any act done in good
faith or for any good faith omission to act, including, without limitation, any
claim of liability arising out of failure to terminate a Participant's Plan
account upon such Participant's death prior to receipt of notice in writing of
such death. Neither the Company nor the Bank has any duties, responsibilities
or liabilities except those expressly set forth in the Plan.
CUSTODY OF CERTIFICATES
31. May other Common Stock certificates of the Company be deposited with
the Bank under the Plan?
A Participant may deposit any Common Stock certificates of the Company
now or hereafter registered in his or her name for credit under the Plan.
There is no charge for this service. Because the Participant bears the risk of
loss in sending stock certificates to the Bank, it is recommended that
certificates be sent by registered mail, return receipt requested, and properly
insured. Written instructions must be provided to the Bank, directing that the
shares be deposited to the Participant's Plan account. Whenever certificates
are issued to a Participant, either upon request or upon termination of
participation, new, differently numbered certificates will be issued.
13
<PAGE> 16
SUSPENSION, MODIFICATION OR TERMINATION OF THE PLAN
32. May the Plan be suspended, modified or terminated?
While the Plan is intended to continue indefinitely, the Company
reserves the right to suspend or terminate the Plan at any time. The Company
also reserves the right to make modifications to the Plan. Participants will
be notified of any such suspension, termination or modification. If the Plan
is terminated, any uninvested Optional Cash Investments will be returned to
Participants, certificates for whole shares credited to Plan accounts will be
issued and cash payments will be made for any fractional shares credited to
such Plan accounts. (See Question 24.)
The Company intends to use its best efforts to maintain the
effectiveness of the Registration Statement filed with the Commission covering
the offer and sale of Common Stock under the Plan. However, the Company has no
obligation to offer, issue or sell Common Stock to Participants under the Plan
if, at the time of the offer, issuance or sale, such Registration Statement is
for any reason not effective. Also, the Company may elect not to offer or sell
Common Stock under the Plan to Participants residing in any jurisdiction or
foreign country where, in the judgment of the Company, the burden of expense of
compliance with applicable blue sky or securities laws makes such offer or sale
there impracticable or inadvisable. In any of these circumstances, dividends,
if and when declared, will be paid in the usual manner to the stockholder and
any Optional Cash Investments received from such stockholder will be returned
to him or her.
Any question of interpretation arising under the Plan will be
determined by the Company and any such determination will be final.
_____________________________________________
DESCRIPTION OF COMMON STOCK
General. The total number of authorized shares of Common Stock of the
Company is 4,000,000 shares, $2.50 par value per share. As of April 1, 1996,
there were 3,217,257 shares of Common Stock issued and outstanding, all of
which were validly issued, fully paid and nonassessable, and, upon issuance as
described in this Prospectus the shares of Common Stock offered hereby will be
validly issued, fully paid and nonassessable. No other class of stock is
currently authorized.
Dividend Rights. Holders of the Common Stock are entitled to receive
dividends if, when and as declared by the Board of Directors out of funds
legally available therefor. The Company's long-term debt instruments contain
certain restrictions on the payment of cash dividends. At February 29, 1996,
under the most limiting provisions, retained earnings in the amount of
$15,139,754 were unrestricted and available for the payment of dividends.
Voting Rights. Each outstanding share of Common Stock is entitled to
full voting rights for the election of directors and for all other purposes
with one vote for each share of Common Stock held of record.
14
<PAGE> 17
Liquidation Rights. In the event of any liquidation, dissolution, or
winding up of the Company, the holders of the Common Stock are entitled to
receive pro rata all the assets of the Company available for distribution to
its stockholders.
Preferential, Preemptive, and Other Rights. No holder of stock has
any preferential, preemptive, or other rights to purchase or subscribe to any
shares of stock or other securities convertible into stock.
Transfer Agent. The Transfer Agent for the Common Stock is AmSouth
Bank of Alabama, Birmingham, Alabama.
USE OF PROCEEDS
The proceeds from the sales of shares of Common Stock pursuant to the
Plan are expected to be used for general corporate purposes. The Company has
no basis for estimating the number of shares of Common Stock that ultimately
will be sold pursuant to the Plan or the prices at which such shares will be
sold.
LEGAL MATTERS
Certain legal matters with respect to the Plan and in connection with
the issuance of Common Stock pursuant thereto have been passed upon for the
Company by Armbrecht, Jackson, DeMouy, Crowe, Holmes & Reeves, L.L.C. Members
of such law firm who participated in the representation of the Company and
their spouses beneficially owned 9,804 shares of Common Stock as of March 31,
1996.
EXPERTS
The consolidated financial statements and the related financial
statement schedule incorporated in this Prospectus by reference from the
Company's Annual Report on Form 10-K have been audited by Deloitte & Touche
LLP, independent auditors, as stated in their report, which is incorporated
herein by reference, and have been so incorporated in reliance upon the report
of such firm given upon their authority as experts in accounting and auditing.
INDEMNIFICATION
The Company's Bylaws provide for indemnification to the full extent
permitted by the laws of the State of Alabama against and with respect to
threatened, pending or completed actions, suits or proceedings arising from or
alleged to arise from, a party's actions or omissions as a director, officer,
employee or agent of the Company or any other corporation, partnership, joint
venture, trust or other enterprise which has served in such capacity at the
request of the Company if such acts or omissions occurred or were or are
alleged to have occurred, while said party was a director or officer of the
Company. The Company has also entered into agreements with its directors and
certain officers which provide for such indemnification and advancement of
expenses in such circumstances. Generally, under Alabama law, indemnification
will only be available where an officer or director can establish that he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the Company.
The Company maintains a director's and officer's liability insurance
policy which indemnifies directors and officers for certain losses arising from
a claim by reason of a wrongful act, as defined, under certain circumstances
where the Company does not provide indemnification.
15
<PAGE> 18
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling the Corporation pursuant to the foregoing provisions, the
Corporation 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.
16
<PAGE> 19
No person, salesperson or other person has been
authorized to give any information or to make any
representations 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 the Company. This
Prospectus does not constitute an offer to sell or
a solicitation of an offer to buy the shares by
anyone in any jurisdiction in which such offer or
solicitation is not authorized, or in which the
person making the offer or solicitation is not
qualified to do so, or to any person to whom it is
unlawful to make such offer or solicitation.
Neither the delivery of this Prospectus nor any
sale hereunder shall create any implication that
there has been no change in the affairs of the
Company since the date hereof or that the
information contained herein is correct as of any
time subsequent to its date.
_______________________
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Available Information . . . . . . . . . . . . . . 2
Incorporation of Certain Documents by Reference
The Company . . . . . . . . . . . . . . . . . . . 3
Description of the Plan . . . . . . . . . . . . . 3
Purpose . . . . . . . . . . . . . . . . . . . . 4
Advantages . . . . . . . . . . . . . . . . . . 4
Administration . . . . . . . . . . . . . . . . 4
Participation . . . . . . . . . . . . . . . . . 5
Costs . . . . . . . . . . . . . . . . . . . . . 7
Optional Cash Investments . . . . . . . . . . . 7
Purchases . . . . . . . . . . . . . . . . . . . 7
Reports to Participants . . . . . . . . . . . . 8
Issuance of Certificates . . . . . . . . . . . 9
Dividends on Fractions of Shares . . . . . . . 9
Withdrawal of Shares in Plan
Accounts . . . . . . . . . . . . . . . . . . 9
Termination of Participation . . . . . . . . . 10
Sales of Plan Shares . . . . . . . . . . . . . 11
Risk to Participants . . . . . . . . . . . . . 11
Stock Dividends or Stock Splits;
Rights Offering . . . . . . . . . . . . . . 11
Voting Rights . . . . . . . . . . . . . . . . . 12
Income Tax Consequences . . . . . . . . . . . . 12
Responsibilities of the Company and
the Bank . . . . . . . . . . . . . . . . . . 13
Custody of Certificates . . . . . . . . . . . . 13
Suspension, Modification or
Termination of the Plan . . . . . . . . . . 14
Description of Common Stock . . . . . . . . . . 14
Use of Proceeds . . . . . . . . . . . . . . . . . 15
Legal Matters . . . . . . . . . . . . . . . . . . 15
Experts . . . . . . . . . . . . . . . . . . . . . 15
Indemnification . . . . . . . . . . . . . . . . . 15
</TABLE>
[LOGO]
Mobile Gas
Service Corporation
DIVIDEND REINVESTMENT
AND
STOCK PURCHASE PLAN
COMMON STOCK
$2.50 PAR VALUE PER SHARE
___________________________
PROSPECTUS
___________________________
APRIL 4, 1996
<PAGE> 20
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses of the Registrant in connection with the
issuance and distribution of the securities being registered hereunder are as
follows.
Registration Fee $ 1,629.31
Printing Expenses 5,000.00
Accounting Fees and Expenses 2,250.00
Legal Fees and Expenses 9,000.00
Total $ 17,879.31
===========
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Bylaws provide for indemnification to the full extent
permitted by the laws of the State of Alabama against and with respect to
threatened, pending or completed actions, suits or proceedings arising from or
alleged to arise from, a party's actions or omissions as a director, officer,
employee or agent of the Company or any other corporation, partnership, joint
venture, trust or other enterprise which has served in such capacity at the
request of the Company if such acts or omissions occurred or were or are
alleged to have occurred, while said party was a director or officer of the
Company. The Company has also entered into agreements with its directors and
certain officers which provide for such indemnification and advancement of
expenses in such circumstances. Generally, under Alabama law, indemnification
will only be available where an officer or director can establish that he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the Company.
The Company maintains a director's and officer's liability insurance
policy which indemnifies directors and officers for certain losses arising from
a claim by reason of a wrongful act, as defined, under certain circumstances
where the Company does not provide indemnification.
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit No. Description
- - ----------- -----------
<S> <C>
4(a)-1 Indenture of Mortgage and Deed of Trust of the Company
dated as of December 1, 1941 (incorporated by reference
to Exhibit B-a to Registration Statement No. 2-4887)
</TABLE>
II - 1
<PAGE> 21
<TABLE>
Sup. Ind.
Dated as of File Reference Exhibit
----------- -------------- -------
<S> <C> <C> <C>
4(a)-2 10/1/44 Reg. No. 2-5493 7-6
4(a)-3
4(a)-3 7/1/52 Form 10-K for fiscal year ended
September 30, 1985 4(a)-4
6/1/54 " 4(a)-4
4(a)-5 4/1/57 " 4(a)-5
4(a)-6 7/1/61 " 4(a)-6
4(a)-7 6/1/63 " 4(a)-7
4(a)-8 10/1/64 " 4(a)-8
4(a)-9 7/1/72 " 4(a)-9
4(a)-10 8/1/75 " 4(a)-10
4(a)-11 7/1/79 " 4(a)-11
4(a)-12 7/1/82 " 4(a)-12
4(a)-13 7/1/86 Form 10-K for fiscal year ended 4(a)-13
September 30, 1986
4(a)-14 10/1/88 Form 10-K for fiscal year ended 4(a)-14
September 30, 1989
4(a)-15 7/1/92 Form 10-K for fiscal year ended 4(a)-15
September 30, 1992,
4(a)-16 7/1/93 Form 10-K for fiscal year ended 4(a)-16
September 30, 1993,
4(a)-17 12/3/93 Form 10-K for fiscal year ended 4(a)-17
September 30, 1993,
4(b) Southern Gas Transmission Company Indenture (incorporated by
reference to Exhibit 4(b) to Form 10-K for fiscal year ended
September 30, 1992)
4(c)-1 Bay Gas Indenture dated as of October 1, 1992 (incorporated by
reference to Exhibit 4(c) to Form 10-K for fiscal year ended
September 30, 1992)
4(c)-2 First Supplemental Indenture dated as of October 1, 1994
supplemental to Bay Gas Indenture (incorporated by reference
to Exhibit 4(c)-2 to Form 10-K for fiscal year ended
September 30, 1995)
4(d) Promissory Note to the Utilities Board of the Town of Citronelle
dated May 13, 1993 (incorporated by reference to Exhibit 4(d)
to Form 10-K for fiscal year ended September 30, 1993)
5 * Opinion of Armbrecht, Jackson, DeMouy, Crowe, Holmes & Reeves,
L.L.C. with respect to legality of securities registered
23.1 * Consent of Armbrecht, Jackson, DeMouy, Crowe, Holmes & Reeves,
L.L.C. (included in Exhibit 5).
23.2* Independent Auditors' Consent.
24* Power of Attorney (included with signature page in Part II of
this registration statement).
</TABLE>
*Filed herewith
II - 2
<PAGE> 22
ITEM 17. UNDERTAKINGS.
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 Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act
of 1934) 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.
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 Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X are 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.
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 provisions described under Item 15 above, 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 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 whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
II - 3
<PAGE> 23
Signatures
Pursuant to the requirements of the Securities Act of 1933, the
Registrant the Registrant certifies that it has reasonable grounds to believe
that it meets all of 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 Mobile, State of Alabama,
on April 4, 1996.
MOBILE GAS SERVICE CORPORATION
------------------------------
Registrant
By: /s/ Charles P. Huffman
---------------------------
Charles P. Huffman
Chief Financial Officer
and Treasurer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints John S. Davis, Charles P. Huffman and
G. Edgar Downing, and each of them, his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him and 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, and to
make any and all state securities law or blue sky filings, 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 or necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on behalf of
the Registrant in the capacities and on the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ John S. Davis Director, President and Chief Executive April 4, 1996
-------------------------------------------- Officer (Principal Executive Officer)
John S. Davis
/s/ William J. Hearin Director, Chairman April 4, 1996
--------------------------------------------
William J. Hearin
/s/ Walter L. Hovell Director April 4, 1996
--------------------------------------------
Walter L. Hovell
Chief Financial Officer and Treasurer
/s/ Charles P. Huffman (Principal Financial and Accounting April 4, 1996
-------------------------------------------- Officer)
Charles P. Huffman
/s/ Joseph G. Hollis, Jr. Director April 4, 1996
--------------------------------------------
Joseph G. Hollis, Jr.
</TABLE>
II - 4
<PAGE> 24
<TABLE>
<S> <C> <C>
Director April 4, 1996
/s/ John C. Hope
--------------------------------------------
John C. Hope
/s/ Gaylord C. Lyon Director April 4, 1996
--------------------------------------------
Gaylord C. Lyon
/s/ G. Montgomery Mitchell Director April 4, 1996
--------------------------------------------
G. Montgomery Mitchell
/s/ S. Felton Mitchell, Jr. Director April 4, 1996
--------------------------------------------
S. Felton Mitchell, Jr.
/s/ F. B. Muhlfeld Director April 4, 1996
--------------------------------------------
F. B. Muhlfeld
/s/ E. B. Peebles, Jr. Director April 4, 1996
--------------------------------------------
E. B. Peebles, Jr.
/s/ Thomas B. Van Antwerp Director April 4, 1996
--------------------------------------------
Thomas B. Van Antwerp
</TABLE>
II - 5
<PAGE> 25
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
- - ----------- -----------
<S> <C>
5 Opinion of Armbrecht, Jackson, DeMouy, Crowe,
Holmes & Reeves, L.L.C. with respect to legality
of securities registered
23.1 Consent of Armbrecht, Jackson, DeMouy, Crowe,
Holmes & Reeves, L.L.C. (included in Exhibit 5)
23.2 Independent Auditors' Consent.
24 Power of Attorney (included with signature page in
Part II of this registration statement)
</TABLE>
<PAGE> 1
Exhibit 5
April 4, 1996
Mobile Gas Service Corporation
2828 Dauphin Street
Mobile, Alabama 36606
Ladies and Gentlemen:
This opinion is being delivered to you in connection with the offer
and sale by Mobile Gas Service Corporation (the "Company") of up to an
additional 200,000 shares of the Company's Common Stock, $2.50 par value per
share (the "Shares"), under the Company's Dividend Reinvestment and Stock
Purchase Plan (the "Plan"), pursuant to a Registration Statement on Form S-3
(the "Registration Statement") to be filed with the Securities and Exchange
Commission under the Securities of 1933, as amended, on the date hereof.
We have as acted as counsel to the Company in connection with the
preparation of the Registration Statement, and have examined signed copies of
the Registration Statement. We have also examined and relied upon copies of
the minutes of the meetings of the Board of Directors of the Company relating
to the adoption and amendment of the Plan and the authorization of the Shares.
In connection with this opinion, we have also examined certificates of public
officials, certificates of corporate officers, and copies certified to our
satisfaction of such corporate documents and records and of such other papers,
including without limitation the March 4, 1996 Order of the Alabama Public
Service Commission approving the issuance of the Shares in Informal Docket
U-3667, as we have deemed relevant and necessary as a basis for our opinion
hereinafter set forth. We have made such examination of the facts and law as we
have deemed necessary for the purposes of this opinion.
Subject to the foregoing and the qualifications expressed below, we
are of the opinion that the Shares have been duly authorized by all necessary
corporate action and, when issued, delivered and paid for in accordance with
the Plan, will be validly issued, fully paid and nonassessable.
We express no opinion as to any laws other than the laws of the State
of Alabama and, to the extent applicable, of the United States.
We hereby consent to the filing of this opinion as part of the
Registration Statement and to the use of our name therein and in the related
Prospectus under the caption "Legal Matters."
This opinion is (a) limited to matters stated herein and no opinion
may be inferred beyond the matters expressly stated, (b) given as of the date
hereof and with the express understanding that we have no obligation to advise
you or any of your successors or assigns of changes in law or fact subsequent
to the date hereof, even though such changes may affect the opinion expressed
herein, and (c) rendered to you solely in connection with the offer and sale of
Shares under the Plan and only for use while the Registration Statement is in
effect, and may not be relied upon for any other purpose.
Very truly yours,
ARMBRECHT, JACKSON, DeMOUY,
CROWE, HOLMES & REEVES, L.L.C.
By: /s/ E.B. Peebles III
----------------------------
E. B. Peebles III
<PAGE> 1
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Mobile Gas Service Corporation on Form S- 3 of our report dated October 31,
1995, appearing in the Annual Report on Form 10-K of Mobile Gas Service
Corporation for the year ended September 30, 1995 and to the reference to us
under the heading "Experts" in the Prospectus, which is part of this
Registration Statement.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Atlanta, Georgia
April 1, 1996
