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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
Date of Report (date of earliest event reported):
January 26, 1996
MOBILE GAS SERVICE CORPORATION
(exact name of registrant as specified in its charter)
Commission File No.: 0-234
Alabama 63-0142930
(State of Incorporation) (I.R.S. Employer Identification No.)
2828 Dauphin Street
Mobile, Alabama 36606
(Address of Principal executive offices)
Registrant's Telephone Number
Including Area Code: (334) 476-2720
Exhibit Index at page 5.
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Item 5. Other Events.
At the 1996 Annual Meeting of Stockholders of Mobile Gas Service Corporation
(the "Company") held on January 26, 1996, stockholders took the following
actions:
1. The stockholders of the Company approved an amendment to the Restated
Articles of Incorporation of the Company, to (a) provide that the number of
Directors shall be not less than nine nor more than twelve, as determined by
the Board of Directors; (b) classify the Board of Directors into three classes,
each class of which, after initial terms of one, two and three years, will
serve terms of three years, with one class being elected each year; (c) provide
that directors may be removed without cause only upon the affirmative vote of
least 66 2/3% of the shares of capital stock of the Company then entitled to be
voted for the election of directors (the "Voting Stock"); and (d) increase the
vote required to amend, repeal, or adopt any provision inconsistent with, the
foregoing provisions to an affirmative vote of at least 66 2/3% of the Voting
Stock, by the following vote:
<TABLE>
<CAPTION>
For Against Abstain Broker Non-Vote
--- ------- ------- ---------------
<S> <C> <C> <C>
2,211,423 259,387 21,644 660,669
</TABLE>
A copy of Articles of Amendment to the Company's Restated Articles of
Incorporation is attached hereto as Exhibit 3(i)-C.
2. The following nominees were reelected as Directors of the Company, to
serve for the terms indicated, by the votes indicated:
<TABLE>
<CAPTION>
Nominee For Withheld
------- --- --------
<S> <C> <C>
To serve until the 1997
Annual Meeting of
Stockholders:
John C. Hope, III 2,842,151 149,378
S. Felton Mitchell, Jr. 2,841,249 150,280
Thomas B. Van Antwerp 2,841,252 150,278
</TABLE>
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<TABLE>
<CAPTION>
Nominee For Withheld
------- --- --------
<S> <C> <C>
To serve until the 1998
Annual Meeting of
Stockholders:
John S. Davis 2,842,007 149,522
Walter L. Hovell 2,841,017 150,512
G. Montgomery Mitchell 2,841,606 149,924
F. B. Muhlfeld 2,839,806 151,724
To serve until the 1999
Annual Meeting of
Stockholders:
William J. Hearin 2,836,992 154,537
Joseph G. Hollis, Jr. 2,839,793 151,736
Gaylord C. Lyon 2,840,141 151,388
E. B. Peebles, Jr. 2,834,135 157,394
</TABLE>
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a), (b) Not applicable.
(c) Exhibits.
Exhibit 3(i)-C Articles of Amendment to the Restated
Articles of Incorporation of the Company
Exhibit 10(g) Deferred Compensation Agreement with John S.
Davis dated January 26, 1996
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant duly caused this Report to be signed on its behalf by
the undersigned hereto duly authorized.
MOBILE GAS SERVICE CORPORATION
By /s/ G. Edgar Downing, Jr.
-----------------------------------
G. Edgar Downing, Jr.
Its Secretary
February 7, 1996
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Page
Number
------
<S> <C> <C>
Exhibit 3(i)-C Articles of Amendment to the 6
Restated Articles of Incorporation of
the Company
Exhibit 10(g) Deferred Compensation Agreement with 10
John S. Davis dated January 26, 1996
</TABLE>
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Exhibit 3(i)-C
ARTICLES OF AMENDMENT
TO
RESTATED ARTICLES OF INCORPORATION
OF
MOBILE GAS SERVICE CORPORATION
Pursuant to the applicable provisions of the Alabama Business
Corporation Act, Mobile Gas Service Corporation hereby makes and submits the
following Articles of Amendment to its Restated Articles of Incorporation:
ARTICLE I.
The name of the Corporation is Mobile Gas Service Corporation.
ARTICLE II.
The text of the amendment adopted is as follows:
A new Article 6 is added to the Restated Articles of
Incorporation, as follows:
ARTICLE 6
(a) All corporate powers shall be exercised by or under
the authority of, and the business and affairs of the
Corporation managed
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under the direction of, a board of directors, which shall
consist of not less than nine nor more than twelve persons.
The exact number of directors within the minimum and maximum
limitation specified in the preceding sentence shall be fixed
from time to time by the board of directors pursuant to a
resolution adopted by a majority of the entire board of
directors. Until otherwise changed in accordance with this
Article 6, the number of directors shall be eleven. At the
annual meeting of shareholders of the Corporation held in
1996, the directors shall be divided and classified into three
classes, as nearly equal in number as possible, with the term
of office of the first class of directors to expire at the
annual meeting of shareholders of the Corporation to be held
in 1997, the term of office of the second class of directors
to expire at the annual meeting of shareholders of the
Corporation to be held in 1998, and the term of office of the
third class of directors to expire at the annual meeting of
shareholders of the Corporation to be held in 1999. At each
annual meeting of shareholders of the Corporation following
such initial classification and election, except as provided
below in this Article 6 in the case of electing a successor to
a director elected by the board of directors to fill a vacancy
occurring in the membership of the board of directors,
directors elected to succeed those directors whose terms
expire at such annual meeting shall be elected for a term of
office to expire at the third succeeding annual meeting of
shareholders of the Corporation after their election.
(b) Any vacancy occurring in the board of directors,
including by reason of an increase in the number of directors,
may be filled by the affirmative vote of a majority of the
remaining directors though less than a quorum of the board of
directors. A director so elected to fill a vacancy shall be
elected to serve until the next annual meeting of
shareholders, at which time a director shall be elected to
fill the unexpired portion of the term of office of the
director whose successor was elected by the remaining
directors. No decrease in the number of directors
constituting the board of directors shall shorten the term of
any incumbent director.
(c) Notwithstanding the foregoing provisions of this
Article 6, any director whose term of office has expired shall
continue to hold office until his successor shall be elected
and qualify.
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(d) Directors may be removed from office at any time,
without cause, but only by the affirmative vote of at least
sixty-six and two-thirds percent (66 2/3%) of the total number
of votes entitled to be cast by the holders of all of the
shares of capital stock of the Corporation then entitled to
vote generally in the election of directors. The holder of
each share of capital stock entitled to vote thereon shall be
entitled to cast the same number of votes as the holder of
such shares is entitled to cast generally in the election of
each director. Directors may be removed from office at any
time, with cause, in the manner provided by law.
(e) Notwithstanding any other provisions of these
Restated Articles of Incorporation or the Bylaws of the
Corporation, the affirmative vote of at least sixty-six and
two-thirds percent (66 2/3%) of the total number of votes
entitled to be cast by the holders of all of the shares of
capital stock of the Corporation then entitled to vote
generally in the election of directors shall be required to
amend, alter, change or repeal, or to adopt any provision as
part of these Restated Articles of Incorporation inconsistent
with, this Article 6.
ARTICLE III.
The foregoing amendment was adopted by the shareholders in the manner
prescribed by the Alabama Business Corporation Act on January 26, 1996.
ARTICLE IV.
Mobile Gas Service Corporation has only one class of stock
outstanding, being common stock of a par value of $2.50 per share ("Common
Stock"), of which 3,213,394 shares were outstanding. Holders of 3,213,394
shares of Common Stock were entitled to vote on the amendment, and holders of
2,961,511 shares of Common Stock were represented at the meeting.
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ARTICLE V.
The number of shares of Common Stock voted for the amendment was
2,211,423, and the number of shares voted against the amendment was 259,387.
ARTICLE VI.
The number of shares cast for the amendment was sufficient for
approval in accordance with Ala. Code Section 10-2B-7.27(b) (1975).
MOBILE GAS SERVICE CORPORATION
By: /s/ John S. Davis
---------------------------
Its President
[AFFIX CORPORATE SEAL]
ATTEST:
/s/ G. Edgar Downing, Jr.
- -------------------------
Secretary
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Exhibit 10(g)
DEFERRED COMPENSATION AGREEMENT
THIS AGREEMENT, made and entered into this the 26th day of
January, 1996, and effective as of the date hereof (the "Effective Date"),
between MOBILE GAS SERVICE CORPORATION, an Alabama corporation (hereinafter
referred to as the "COMPANY") and JOHN S. DAVIS (hereinafter referred to as the
"EMPLOYEE"),
W I T N E S S E T H:
WHEREAS, the EMPLOYEE is currently employed by the COMPANY and is now
and will be rendering valuable services to the COMPANY; and
WHEREAS, it is the desire of the COMPANY to have the benefit of the
EMPLOYEE's continued loyalty, service and counsel and also to assist the
EMPLOYEE in providing for the contingencies of retirement and death; and
WHEREAS, in order to assist the EMPLOYEE in providing for the
contingencies of retirement and death and to reward him for the value of his
past and projected services to the COMPANY, it is the desire of the parties
hereto to enter into this Deferred Compensation Agreement.
NOW, THEREFORE, in consideration of the premises and in consideration
of the terms and conditions hereinafter set forth, the parties hereto do hereby
agree as follows:
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1. DEFINITIONS. The following terms, when capitalized,
shall be defined as follows for purposes of this Agreement:
(a) "BENEFIT COMMENCEMENT DATE" shall mean the first day
of the month following the later of (1) the month in which the EMPLOYEE
Retires, if the EMPLOYEE is continuously employed by the COMPANY during the
period commencing with the Effective Date and ending on the date the EMPLOYEE
attains his Retirement Age, or (2) the month in which occurs the sixty-fifth
(65th) birthday of the EMPLOYEE, whether or not the EMPLOYEE is still living as
of such birthday.
(b) "RETIRE" shall mean the EMPLOYEE's ceasing
employment, for whatever reason, with the COMPANY at any time on or after
attaining his Retirement Age, provided the EMPLOYEE has been continuously
employed by the COMPANY during the period commencing with the Effective Date
and ending on the date the EMPLOYEE attains his Retirement Age.
(c) "RETIREMENT AGE" shall mean the sixty-fifth (65th)
birthday of the EMPLOYEE.
(d) "RETIREMENT BENEFIT" shall mean a monthly benefit
paid to the EMPLOYEE each month for the remaining lifetime of EMPLOYEE (i.e.,
as a single life annuity form of payment) commencing on the Benefit
Commencement Date and payable on the first day of each month thereafter equal
to the difference between (1) the monthly benefit which would have been paid to
the EMPLOYEE in the form of a single life annuity form of payment under the
Mobile Gas Service Corporation Retirement Plan (the "Plan"), a tax-qualified
employee pension benefit plan sponsored by Mobile Gas Service Corporation, as
of the Benefit Commencement Date, based on the EMPLOYEE's employment history
with the COMPANY, but assuming for
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purposes of computing the Retirement Benefit hereunder that the EMPLOYEE's
years of credited service under the Plan equals the greater of (i) the number
of years of credited service actually credited to the EMPLOYEE under the terms
of the Plan, or (ii) twenty (20), and (2) the monthly benefit actually payable
to the EMPLOYEE in the form of a single life annuity form of payment as of the
Benefit Commencement Date under the express terms and provisions of the Plan.
For purposes of this definition, the earliest date payments could actually
commence to the EMPLOYEE under the express terms and conditions of the Plan
after the EMPLOYEE Retires shall be treated as the Benefit Commencement Date.
(e) "RETIREMENT LUMP SUM PAYMENT" shall mean a single
lump sum cash benefit payable on the Benefit Commencement Date which is the
actuarial equivalent of the Retirement Benefit, determined as of the Benefit
Commencement Date, computed on the basis of the interest and mortality
assumptions in effect under the express terms of the Plan as in effect on the
Benefit Commencement Date.
(f) "SEVERANCE BENEFIT" shall mean a monthly benefit paid
to the EMPLOYEE each month for the remaining lifetime of the EMPLOYEE (i.e., as
a single life annuity form of payment) commencing on the Benefit Commencement
Date and payable on the first day of each month thereafter equal to two thirds
(2/3rds) of the monthly benefit which would have been paid to the EMPLOYEE
under the express terms and provisions of the Plan if the EMPLOYEE had Retired
on his sixty-fifth (65th) birthday, but based on the EMPLOYEE's actual
employment history with the COMPANY as of the date the EMPLOYEE actually ceases
employment with the COMPANY, for whatever reason, including death.
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(g) "SEVERANCE LUMP SUM PAYMENT" shall mean a single lump
sum cash benefit payable on the Benefit Commencement Date which is the
actuarial equivalent of the Severance Benefit, determined as of the EMPLOYEE's
Benefit Commencement Date, computed on the basis of the interest and mortality
assumptions in effect under the express terms of the Plan as in effect on the
Benefit Commencement Date.
(h) "JOINT AND SURVIVOR BENEFIT" shall mean a monthly
benefit which is elected by the EMPLOYEE in accordance with the terms of
Section 2 hereof and which is payable to the EMPLOYEE for his lifetime
commencing on the EMPLOYEE's Benefit Commencement Date, and continuing to be
paid on the first day of each month thereafter until the month in which the
EMPLOYEE dies, with fifty percent (50%) of such monthly benefit payable to the
EMPLOYEE's wife for her remaining lifetime, if EMPLOYEE is still married as of
his death, such monthly benefit to commence on the first day of the month
following the month in which the EMPLOYEE dies and shall continue to be paid on
the first day of each month thereafter until the month in which the EMPLOYEE's
wife dies, such that such joint and survivor monthly benefit has an actuarial
value equal to the actuarial value of the EMPLOYEE's Retirement Benefit or
Severance Benefit, whichever would otherwise be payable to the EMPLOYEE
commencing on the Benefit Commencement Date in the absence of such election.
For purposes of determining such actuarial equivalence, the interest and
mortality assumptions in effect under the express terms of the Plan as of the
EMPLOYEE's Benefit Commencement Date shall be used.
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2. PAYMENT OF DEFERRED COMPENSATION. The EMPLOYEE or the
EMPLOYEE's wife will be paid one of the following amounts in the following
manner and according to the following terms and conditions:
(a) CESSATION OF EMPLOYMENT PRIOR TO AGE 65. If the
EMPLOYEE terminates his employment with the COMPANY for any reason prior to
attaining his sixty-fifth (65th) birthday, but after having completed at least
five (5) "Years of Service" (as that term is defined in the Plan as in effect
on the Effective Date) with the COMPANY, the EMPLOYEE shall have qualified
hereunder for a Severance Benefit. If the EMPLOYEE is still living on the
Benefit Commencement Date, the COMPANY shall pay to the EMPLOYEE such Severance
Benefit commencing on the Benefit Commencement Date. If the EMPLOYEE so
elects, in writing on a form satisfactory to the COMPANY, prior to the
EMPLOYEE's Benefit Commencement Date, the EMPLOYEE will receive, in lieu of a
Severance Benefit otherwise payable hereunder, either a Joint and Survivor
Benefit or a Severance Lump Sum Payment, whichever benefit is elected by the
EMPLOYEE, provided, however, that a Severance Lump Sum Payment can be elected
by, and paid to, the EMPLOYEE if, and only if, the amount of such Lump Sum
Payment does not exceed Three Thousand, Five Hundred Dollars ($3,500.00).
(b) RETIREMENT BENEFIT. If the EMPLOYEE Retires from the
COMPANY, the EMPLOYEE shall have qualified hereunder for a Retirement Benefit.
If the EMPLOYEE is still living on the Benefit Commencement Date, the COMPANY
shall pay to the EMPLOYEE such Retirement Benefit commencing on the Benefit
Commencement Date. If the EMPLOYEE so elects, in writing on a form
satisfactory to the COMPANY, prior to the EMPLOYEE's Benefit Commencement Date,
the EMPLOYEE will receive in lieu of a Retirement Benefit otherwise
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payable hereunder, either a Joint and Survivor Benefit or a Retirement Lump Sum
Payment, whichever benefit is elected by the EMPLOYEE, provided, however, that
a Retirement Lump Sum Payment can only be elected by, and paid to, the EMPLOYEE
if, and only if, the amount of such Retirement Lump Sum Payment does not exceed
Three Thousand, Five Hundred Dollars ($3,500.00).
(c) DEATH BENEFITS. If the EMPLOYEE should die either
(1) while having been continuously employed by the COMPANY from and after the
Effective Date, or (2) after having terminated employment with the COMPANY, but
in either case after having qualified for either a Severance Benefit or a
Retirement Benefit in accordance with the preceding provisions of this Section
2, then, notwithstanding anything herein contained to the contrary, the
EMPLOYEE's wife, if any, as of such date of death, shall receive from the
COMPANY commencing on the Benefit Commencement Date the Joint and Survivor
Benefit which would have been paid to the EMPLOYEE's wife on the first day of
the month following the Benefit Commencement Date if (i) the EMPLOYEE were
still living on the Benefit Commencement Date, (ii) the EMPLOYEE had received
the first monthly payment of the Retirement Benefit or Severance Benefit, as
the case may be, to which he would have otherwise been entitled to receive
hereunder as of such Date, and (iii) the EMPLOYEE died the next day.
3. AGREEMENT AND BENEFITS NON-ASSIGNABLE. Neither the COMPANY
nor the EMPLOYEE nor his wife may assign, pledge, collateralize, or anticipate
any rights or benefits under this Agreement. It being the intent of the
COMPANY that the benefits provided by this Agreement will be available to
assist in the support and maintenance of the EMPLOYEE
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and his wife, the COMPANY wishes to limit the rights of the EMPLOYEE and his
wife in a manner which will help assure that such benefits will be available
for the support and maintenance of the EMPLOYEE and his wife. Therefore, the
benefits provided by this Agreement will not be subject to garnishment,
attachment or any other legal process by creditors of the EMPLOYEE or any
person or persons.
4. EMPLOYMENT RIGHTS. This Agreement creates no rights in the
EMPLOYEE to continue his employment with the COMPANY for any length of time,
nor does it create any rights in the EMPLOYEE or his wife or any obligations on
the part of the COMPANY, other than those set forth herein.
5. GENERAL CREDITOR STATUS OF EMPLOYEE. This Agreement is solely
between the COMPANY and the EMPLOYEE. The EMPLOYEE and his wife will have
recourse only against the COMPANY for enforcement of his (and her, in certain
circumstances as described herein) rights to benefits hereunder and only as a
general, unsecured creditor of the COMPANY. Nothing contained in this
Agreement and no action taken pursuant to the provisions of this Agreement
shall create or be construed to create a trust or escrow account of any kind,
or a fiduciary relationship between the COMPANY and the EMPLOYEE, his wife or
any other person.
6. COORDINATION WITH OTHER RETIREMENT PLANS OF THE COMPANY. In
consideration for the COMPANY's entering into this Agreement, the
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EMPLOYEE acknowledges and agrees that the deferred compensation which is
payable hereunder shall not be construed as compensation for purposes of any
other employee pension benefit plan of the COMPANY, insofar as EMPLOYEE's
participation in such other employee benefit plan is concerned.
7. MISCELLANEOUS. This Agreement will be binding upon the
beneficiaries, heirs and assigns, and personal representatives of the EMPLOYEE
and upon the successors and assigns of the COMPANY.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by affixing their hands and seals to this Agreement, as of the date
and year first above written.
MOBILE GAS SERVICE CORPORATION
By: /s/ Charles P. Huffman
---------------------------------------
As Its: Vice President and Chief
Financial Officer
[AFFIX CORPORATE SEAL]
ATTEST:
/s/ G. Edgar Downing, Jr.
- ------------------------------------
As its Vice President, Secretary and
General Counsel
EMPLOYEE
/s/ John S. Davis
--------------------------------------
JOHN S. DAVIS
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