<PAGE> 1
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 31, 1997
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 4
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Item 5. Other Events
At the 1997 Annual Meeting of Stockholders of Mobile Gas Service Corporation
(the "Company") held on January 31, 1997, stockholders took the following
actions:
1. The stockholders of the Company approved an amendment to the Restated
Articles of Incorporation of the Company, as previously amended, to
increase the authorized stock of the Company to eight million
(8,000,000) shares of common stock, and to reduce the par value of the
authorized shares of the common stock of the Company from $2.50 per
share to $.01 per share, by the following vote:
<TABLE>
<CAPTION>
For Against Abstain
--- ------- -------
<S> <C> <C>
2,992,209 40,576 38,235
</TABLE>
A copy of Articles of Amendment to the Company's Restated Articles of
Incorporation is attached hereto as Exhibit 3(i)-D.
2. The following nominees were reelected as Directors of the Company, to
serve until the 2000 Annual Meeting of Stockholders, by the votes indicated:
<TABLE>
<CAPTION>
Nominee For Withheld
- ------- --- --------
<S> <C> <C>
John C. Hope, III 3,011,779 12,801
S. Felton Mitchell, Jr. 3,012,841 11,739
Thomas B. Van Antwerp 3,014,019 10,561
</TABLE>
3. The other Directors of the Company whose terms of office continued after
the 1997 Annual meeting are as indicated below:
<TABLE>
<CAPTION>
To serve until the Annual Meeting of
Director Stockholders in the year:
- -------- -------------------------
<S> <C>
John S. Davis 1998
Walter L. Hovell 1998
G. Montgomery Mitchell 1998
F. B. Muhlfeld 1998
William J. Hearin 1999
Joseph G. Hollis, Jr. 1999
Gaylord C. Lyon 1999
E. B. Peebles, Jr. 1999
</TABLE>
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Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(a),(b) Not applicable.
(a) Exhibits.
Exhibit 3(i)-D Articles of Amendment dated January 31, 1997 to Restated
Articles of Incorporation of Mobile Gas Service Corporation
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
February 12, 1997 By /s/ G. Edgar Downing, Jr.
-----------------------------
G. Edgar Downing, Jr.
Secretary
3
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Page
Exhibit No. Description Number
- ----------- ----------- ----------
<S> <C> <C>
3(i)-D Articles of Amendment dated January 31, 5
1997 to Restated Articles of Incorporation
of Mobile Gas Service Corporation
</TABLE>
4
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Exhibit 3(i)-D
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, as
heretofore amended:
ARTICLE I.
The name of the Corporation is Mobile Gas Service Corporation.
ARTICLE II.
The text of the amendment adopted is as follows:
The first paragraph of Article 4 of the Restated Articles of
Incorporation is amended to read in its entirety as follows:
The total authorized Capital Stock of the Corporation
shall consist of EIGHT MILLION (8,000,000) shares of Common Stock
of the par value of ONE CENT ($.01) per share.
ARTICLE III.
The foregoing amendment was adopted by the shareholders in the manner
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prescribed by the Alabama Business Corporation Act on January 31, 1997.
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
3,227,880 shares were outstanding on January 31, 1997. Holders of 3,227,880
shares of Common Stock were entitled to vote on the amendment, and holders of
3,022,352 shares of Common Stock were represented at the meeting.
ARTICLE V.
The number of shares of Common Stock voted for the amendment was
2,992,209, and the number of shares voted against the amendment was 40,576.
DONE this 31st day of January, 1997.
MOBILE GAS SERVICE CORPORATION
By: /s/ John S. Davis
--------------------------------
Its President
[AFFIX CORPORATE SEAL]
ATTEST:
/s/ G. Edgar Downing
- ---------------------------------
Secretary
THIS INSTRUMENT PREPARED BY:
E. B. PEEBLES III
Armbrecht, Jackson, DeMouy,
Crowe, Holmes & Reeves, L.L.C.
Post Office Box 290
Mobile, Alabama 36601
(334) 405-1300
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