As filed with the Securities and Exchange Commission on June 30, 1995
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
Petroleum Heat and Power Co., Inc.
(Exact name or registrant as specified in its charter)
Minnesota 06-1183025
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2187 Atlantic Street
Stamford, Connecticut 06902
(203) 325-5400
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
Irik P. Sevin,
President
Petroleum Heat and Power Co., Inc.
2187 Atlantic Street
Stamford, Connecticut 06902
(203) 325-5400
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
Alan Shapiro, Esq.
Phillips Nizer Benjamin Krim & Ballon LLP
666 Fifth Avenue
New York, New York 10103-0084
(212) 977-9700
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form 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 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. [ ]..........
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. [ ]..........
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CALCULATION OF REGISTRATION FEE
================================================================================
Proposed
Title of Each Proposed Maximum
Class of Maximum Aggregate Amount of
Securities to Amount to be Offering Price Offering Registration
be Registered Registered Per Unit(1) Price(1) Fee
- - --------------------------------------------------------------------------------
Class A 1,000,000 $8.00 $8,000,000 $2,758.62
Common Stock, shares
$0.10 Par
Value
================================================================================
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) (on the basis of the average of the high and
low prices of the Common Stock of the Registrant, as quoted by NASDAQ, on
June 26, 1995, a date within five business days prior to the date of filing
of this Registration Statement).
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Prospectus
PETROLEUM HEAT AND POWER CO., INC.
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
1,000,000 Shares of Class A Common Stock
The Dividend Reinvestment and Stock Purchase Plan (the "Plan) of Petroleum
Heat and Power Co., Inc. (the "Company" or "Petro") provides holders of record
of the Company's Class A Common Stock and Class C Common Stock (collectively,
the "Common Stock") with a convenient and economical way to purchase additional
shares of Class A Common Stock without fees of any kind, at a 5% discount from
the Current Market Price (defined below) with respect to reinvested dividends
and at a 3% discount from the Current Market Price with respect to optional cash
deposits. Any holder of record of the Company's Common Stock is eligible to
join the Plan. In addition, brokers and other nominees may reinvest dividends
and make optional cash deposits on behalf of beneficial owners through the
procedure described in the Plan.
Participants in the Plan will enjoy the following benefits:
- - - A Participant may purchase shares of Class A Common Stock at a 5% discount
from the Current Market Price by reinvesting all or a portion of their Common
Stock cash dividends. The amount of the discount is subject to change.
- - - A Participant may also invest in additional shares of Class A Common Stock at
a 3% discount from the Current Market Price by making optional cash deposits,
subject to a minimum limit of $500 and a maximum limit of $5,000 per quarter.
Such limits as well as the amount of the discount are subject to change.
- - - A Participant will pay no service charges or brokerage commissions for
purchases made under the Plan and will receive recordkeeping services for any
or all shares held by such Participant through the free custodial service and
reporting provisions of the Plan.
The Class A Common Stock is traded on the Nasdaq National Market under the
symbol "HEAT." On June 26, 1995, the last reported sale price of the Class A
Common Stock on the Nasdaq National Market was $8.00 per share.
Holders of shares of Common Stock who do not choose to participate in the
Plan will continue to receive cash dividends, as declared, in the usual manner.
This Prospectus relates to 1,000,000 authorized but unissued or treasury
shares of Class A Common Stock of the Company registered for sale under the
Plan.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
The date of this Prospectus is June 30, 1995.
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No person has been authorized to give any information or to make any
representations, other than those contained in this Prospectus in connection
with the offer made by this Prospectus, and, if given or made, such information
or representations must not be relied upon. This Prospectus shall not
constitute an offer to sell or the solicitation of an offer to buy nor shall
there be any sale of these securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. Neither the delivery of
this Prospectus nor any sale made hereunder shall, under any circumstances,
create any implication that there has been no change in the affairs of the
Company since the date hereof.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). Reports, proxy statements and other information
concerning the Company can be inspected without charge at the Public Reference
Room maintained by the Commission at 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549. In addition, upon request, such reports, proxy
statements and other information will be made available for inspection and
copying at the Commission's public reference facilities at 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661 and at Seven World Trade Center,
13th Floor, New York, New York 10048. Copies of such material can be obtained
at prescribed rates upon request from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. The Class A
Common Stock is listed on the Nasdaq National Market, and such reports, proxy
statements and other information concerning the Company may be inspected and
copied at the offices of the National Association of Securities Dealers, Inc.,
1735 K Street, N.W., Washington, D.C. 20006.
The Company has filed with the Commission a registration statement on Form
S-3 (the "Registration Statement") under the Securities Act of 1933 (the
"Securities Act") with respect to the Class A Common Stock. This Prospectus,
which constitutes a part of the Registration Statement, does not contain all the
information set forth in the Registration Statement, certain items of which are
contained in schedules and exhibits to the Registration Statement as permitted
by the rules and regulations of the Commission. Statements made in the
Prospectus concerning the contents of any documents referred to herein are not
necessarily complete. With respect to each such document filed with the
Commission as an exhibit to the Registration Statement, reference is made to the
exhibit for a more complete description, and each such statement shall be deemed
qualified in its entirety by such reference.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
There are hereby incorporated by reference herein (i) the Company's Annual
Report on Form 10-K for its fiscal year ended December 31, 1994, (ii) the
Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1995,
(iii) the description of the Class A Common Stock contained in the Company's
Registration Statement on Form 8-A filed pursuant to Section 12 of the Exchange
Act, and any amendment or report filed for the purpose of updating such
description, and (iv) the Company's Class A Common Stock Prospectus dated
February 2, 1995, filed as part of the Company's Registration Statement on Form
S-2 (No. 33-57059).
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All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date hereof and prior to the
termination of the offering made hereunder shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is incorporated or deemed
to be incorporated by reference herein modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
The Company hereby undertakes to provide without charge to each person to
whom this Prospectus is delivered, on the written or oral request of such
person, a copy of any and all of the documents incorporated by reference in this
Prospectus (other than exhibits to such documents unless such exhibits are
specifically incorporated by reference into the documents that this Prospectus
incorporates). Written or oral requests for such copies should be directed to
the attention of George Leibowitz, Senior Vice President, Petroleum Heat and
Power Co., Inc., 2187 Atlantic Street, Stamford, Connecticut 06902, Tel. No.
(203) 325-5400.
IF YOU HAVE QUESTIONS CONCERNING THE PLAN
Please address all correspondence concerning the Plan to:
Chemical Bank
Dividend Reinvestment Department
J.A.F. Building
P.O. Box 3069
New York, New York 10116-3069
Please mention Petroleum Heat and Power Co., Inc. in all your correspondence
and, if you are a participant, give the number of your account. If you prefer,
you may call Chemical Bank at (800) 851-9677.
THE COMPANY
Petroleum Heat and Power Co., Inc. (the "Company" or "Petro") is the largest
retail distributor of home heating oil (#2 fuel oil) in the United States and,
as a result of its acquisition of Star Gas Corporation ("Star" or "Star Gas") on
December 7, 1994, is also the tenth largest retail distributor of propane in the
United States.
In addition to selling home heating oil and propane, the Company installs and
repairs heating equipment, rents water softeners, sells propane appliances and
to a limited extent, markets other petroleum products to commercial customers,
including diesel fuel and gasoline.
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DESCRIPTION OF THE PLAN
The following is a statement, in question and answer form, of the provisions
of the Plan.
Purpose
-------
1. What is the Purpose of the Plan?
The primary purpose of the Plan is to provide eligible holders of shares of
the Company's Class A Common Stock and Class C Common Stock (collectively, the
"Common Stock") with a convenient and simple method of increasing their
investment in the Company by investing cash dividends and optional cash deposits
in newly issued shares of Class A Common Stock, if available, or, if not
available, in shares of Class A Common Stock purchased in the open market,
without payment of any service charges or brokerage commissions.
When newly issued shares of Class A Common Stock are purchased from the
Company, the Company will receive new equity capital funds available for general
corporate purposes.
The Plan is intended for the benefit of long-term investors, and not for the
benefit of individuals or institutions who engage in short-term trading
activities which could cause aberrations in the trading of Class A Common Stock.
As used herein, the term "newly issued shares of Class A Common Stock"
includes shares of Class A Common Stock held in Treasury.
Participation Options
---------------------
2. What options are available under the Plan?
Eligible holders of Common Stock who wish to participate in the Plan
("Participant" or "you") may have cash dividends on all or a portion of their
shares of Common Stock automatically reinvested. A participant may deposit
shares of Class A Common Stock with the Plan Administrator and all cash divi-
dends on the shares deposited will be automatically reinvested.
A discount of 5% from the Current Market Price (as described in Question 11)
will apply to cash dividends reinvested by a Participant on any dividend payment
date. The amount of the discount is subject to change.
If they wish, Participants may also make optional cash purchases of Class A
Common Stock (as described in Questions 14 through 16) at a 3% discount from the
Current Market Price. Participants may make optional cash purchases even if the
dividends on their shares of Common Stock are not being reinvested.
Each Participant's optional cash deposits are subject to a minimum quarterly
purchase limit of $500 and a maximum quarterly purchase limit of $5,000. (See
Questions 12 and 15 regarding Investment dates.) Such limits as well as the
amount of the discount are subject to change.
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Benefits
--------
3. What are the Benefits of the Plan?
Participants in the Plan:
- May have all or a portion of the cash dividends on their Common Stock
automatically reinvested in additional shares of Class A Common Stock at a
discount of 5% from the Current Market Price.
- May invest in additional shares of Class A Common Stock at a 3% discount
from the Current Market Price by making optional cash deposits, subject to
a minimum limit of $500 per quarter and a maximum limit of $5,000 per
quarter.
- May have dividends reinvested or optional cash deposits invested in shares
of Class A Common Stock without payment for any service charges, brokerage
commissions or record keeping charges (for information concerning certain
costs for which Participants are responsible, see Questions 17, 22 and
27).
- Will obtain full investment use of funds because the Plan provides for
fractions of shares to be credited to participants' accounts.
- Will avoid cumbersome safekeeping and record keeping costs through the
free custodial and reporting services furnished pursuant to the Plan.
Participation
-------------
4. Who is Eligible to Participate?
You are an eligible holder of Common Stock and may therefore participate in
the Plan if you qualify as either one of the following: (a) you are a
stockholder whose shares of Common Stock are registered on the stock transfer
books of the Company in your name (a "Registered Owner") or (b) you are a
stockholder who has beneficial ownership of shares of Common Stock that are
registered in a name other than your name (e.g., in the name of a broker, bank
or other nominee) (a "Beneficial Owner"). While a Registered Owner may
participate in the Plan directly, a Beneficial Owner must either become a
Registered Owner, by having such shares transferred into his or her own name, or
must make arrangements with his or her broker, bank or other nominee to
participate in the Plan on his or her behalf (See Questions 6 and 14 regarding
participation in the Plan by a Beneficial Owner).
You will not be eligible to participate in the Plan if you reside in a
jurisdiction in which it is unlawful for the Company to permit your
participation.
Your right to participate in the Plan is not transferable.
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5. May holders of other securities of the Company participate in the Plan?
The Company, from time to time, in its sole discretion, may permit holders of
certain other securities issued by the Company to participate in the Plan on
such terms and conditions as the Company may from time to time establish for
such purposes. To the extent the Company permits such participation by such
holders, wherever in this Prospectus the provisions of the Plan refer to holders
of Common Stock of the Company, such references shall be deemed to include
holders of such other securities as the context requires.
6. How does an eligible stockholder participate?
A Registered Owner may join the Plan by completing (including your social
security number or taxpayer identification number) and signing an Authorization
Card and returning it to Chemical Bank, which is the Plan Administrator.
Holders unable to supply a social security number or taxpayer identification
number may be required to certify to the Plan Administrator that the holder is
not participating in the Plan through any other account. Once enrolled in the
Plan, Participants will continue to be enrolled without further action on their
part. Participants may change their investment options at any time by com-
pleting, signing and returning a new Authorization Card to the Plan
Administrator. If a Participant's shares are registered in more than one name
(i.e., joint tenants, trustees, etc.) all Registered Owners must sign the
Authorization Card exactly as their names appear on the account registration.
Any Beneficial Owner of Common Stock registered in the name of someone other
than such Beneficial Owner (for example, a Broker or Bank Nominee) may
participate in the Plan by making arrangements with his or her Broker or Nominee
to participate on his or her behalf through the Depository Trust Company
Dividend Reinvestment Service. (See also Question 14 with respect to an
additional requirement which must be complied with in order to permit Beneficial
Owners to make optional cash deposits).
Authorization Cards and additional copies of this Prospectus may be obtained
by contacting:
Chemical Bank
Dividend Reinvestment Department
J.A.F. Building
P.O. Box 3069
New York, New York 10116-3069
Telephone Number (800) 851-9677
7. When may an eligible stockholder join the Plan?
As an eligible holder of Common Stock, you may join the Plan at any time.
Reinvestment of dividends will start with the next quarterly dividend payment
after receipt of your Authorization Card provided it is received by the Plan
Administrator on or before the record date for that dividend; otherwise, it will
be necessary to delay reinvestment of dividends until the next quarterly payment
date. (See Questions 14 and 15 for information on joining the Plan by the
making of an initial optional cash deposit and the timing of such deposit.)
In the past, record dates for quarterly dividends on the Common Stock have
preceded the dividend payment dates by approximately fifteen days. The dividend
payment dates normally occur on January 2, April 1, July 1 and October 1 unless
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any such day is not a business day, in which case the dividend payment date
normally occurs on the next succeeding business day.
Dividends are reinvested for Participants in the Plan on the date of their
payment. It is anticipated that the past pattern with respect to timing of
dividend record dates and payment dates will be followed in the future.
You will remain a Participant in the Plan until you discontinue participating
in the Plan or the Plan is terminated. (See Questions 25 through 27 regarding
termination of participation in the Plan.)
8. What does the Authorization Card provide?
The Authorization Card provides for the purchase of additional shares of
Class A Common Stock through the following investment options:
(a) Full Dividend Reinvestment directs the investment in accordance with the
Plan of all of your cash dividends on all of the shares of Common Stock then or
subsequently registered in your name, and also permits you to make optional cash
deposits for the purchase of additional shares in accordance with the Plan.
(b) Partial Dividend Reinvestment directs the investment in accordance with
the Plan of the cash dividends on only that number of shares of Common Stock
registered in your name which are designated in the appropriate space on the
Authorization Card, and also permits you to make optional cash deposits for the
purchase of additional shares in accordance with the Plan.
(c) Optional Cash Deposits Only permits you to make cash deposits for the
purchase of additional shares of Class A Common Stock in accordance with the
Plan, without reinvesting dividends on those shares held by you. (See Questions
14 through 18).
You may select any one of the above investment options. If no selection is
made on the Authorization Card which you return, you will be enrolled as having
selected the Full Dividend Reinvestment option. In all cases, the cash
dividends on all of the shares of Class A Common Stock held in your account
under the Plan will be reinvested in accordance with the Plan, including
dividends on such shares purchased with optional cash deposits.
9. How may a Participant change options under the Plan?
As a Participant, you may change your investment option at any time by
completing a new Authorization Card and returning it to the Plan Administrator
at the address specified in Question 6.
10. At what price will shares of Class A Common Stock be purchased under the
Plan?
Shares of Class A Common Stock purchased under the Plan with reinvested
dividends or optional cash deposits will be acquired by Participants at the
applicable discount (see Question 2) from the Current Market Price (see Question
11). The amount of each discount is subject to change.
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11. What is the Current Market Price?
The "Current Market Price" is the average of the high and low sales prices of
the Company's Class A Common Stock on the Nasdaq National Market for the five
Trading Days (as defined below) ending on the relevant Investment Date (as
described in Question 12) (or, if such Investment Date is not a Trading Day,
ending on the last Trading Day immediately preceding such Investment Date). A
"Trading Day" means a day on which the Nasdaq National Market is open and for
which trades in the Company's Class A Common Stock are reported, and the period
encompassing five Trading Days ending on the relevant Investment Date (or, if
such Investment Date is not a Trading Date, ending on the last Trading Day
immediately preceding such Investment Date) is the relevant "Pricing Period."
12. When will shares of Class A Common Stock be purchased under the Plan?
Dividends and optional cash deposits will be reinvested or invested, as the
case may be, on the Investment Date, which shall be the date on which a dividend
is paid (see Question 7), unless any such day is not a business day, in which
case the Investment Date will be the next succeeding business day.
For the purpose of making purchases, the Plan Administrator will commingle
the funds of the Participants. The Plan Administrator will apply any dividends
and any optional cash deposits to the purchase of Class A Common Stock pursuant
to the Plan on the applicable Investment Date, except when prohibited under any
applicable Federal or state securities laws.
No interest will be paid on funds held by the Plan Administrator pending
reinvestment or investment.
Purchases Under the Plan
------------------------
13. How are shares acquired under the Plan?
Chemical Bank, as Plan Administrator, uses dividends and optional cash
deposits to acquire newly issued shares of Class A Common Stock, if available,
for the account of Participants.
If the Company is not then making newly issued shares of Class A Common Stock
available for purchase under the Plan, the Plan Administrator, as agent for
Participants, will purchase shares in the open market. Purchases of shares of
Class A Common Stock in the open market may be made on any securities exchange
where the shares are traded, in the over-the-counter market or in negotiated
transactions. The Plan Administrator will acquire shares of Class A Common
Stock with cash dividends promptly after their receipt and will acquire shares
with optional cash deposits as elsewhere described.
At the time the Plan was established, the Company intended that the shares of
Class A Common Stock to be acquired by Participants in the Plan would be newly
issued shares. However, the Company reserves the right, in its sole discretion
to cease making newly issued shares of Class A Common Stock available for such
purpose or to resume making newly issued shares available, at anytime, and from
time to time.
In the event that the number of shares of Class A Common Stock purchased for
the account of any Participant in the Plan is not an even number of shares, the
Participant's account will be credited with the full number of shares and
fractional shares computed to four decimal places.
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Optional Cash Deposits
----------------------
14. How do you make optional cash deposits?
The Plan Administrator will apply any optional cash deposit in good funds
timely received from a Participant to the purchase of Class A Common Stock for
the account of the Participant on the following Investment Date. (See question
15 regarding the key dates for optional cash deposits and the timely receipt of
such deposits.)
Optional cash deposits of less than $500 and that portion of any optional
cash deposit which exceeds $5,000 will be returned to the Participant without
interest.
All Registered Owners of the Company's Common Stock except for brokers, banks
and other nominees (discussed below) who have submitted a signed Authorization
Card are eligible to make optional cash deposits at any time. A broker, bank or
other nominee, as holder on behalf of a Beneficial Owner, may also utilize the
Authorization Card for optional cash deposits, unless it holds the shares in the
name of a major securities depository.
Except in those cases where a Broker and Nominee Form ("B&N Form") is
required (as discussed below), optional cash deposits may be made by mailing to
the Plan Administrator, at the address specified in Question 6, a check or money
order payable to "Chemical Bank", accompanied by either a completed and signed
Authorization Card or the tear-off portion, properly completed and signed, of a
statement previously sent to you by the Plan Administrator. Participants
wishing to transmit optional cash deposits by hand delivery should contact the
Plan Administrator at the telephone number specified in Question 6.
The B&N Form provides the sole means whereby a broker, bank or other nominee
holding shares of a Beneficial Owner in the name of a major securities
depository may invest optional cash deposits on behalf of such beneficial owner.
In such case, the broker, bank or other nominee must use the B&N Form for trans-
mitting optional cash deposits on behalf of the Beneficial Owner. A B&N Form
must be delivered to the Plan Administrator each time that such broker, bank or
other nominee transmits optional cash deposits on behalf of a Beneficial Owner.
B&N Forms will be furnished at any time upon request to the Plan Administrator
at the address or telephone number specified in Question 6 above.
15. What are the important dates to remember for optional cash deposits?
Optional cash deposits will be invested on a quarterly basis. The Investment
Date for optional cash deposits is the same as for dividend reinvestments (see
Questions 7 and 12).
In order for funds to be invested on a particular Investment Date, the Plan
Administrator must have received a check or money order on or before the
business day immediately preceding the first day of the Pricing Period for such
Investment Date and such check or money order shall have cleared on or before
the second Trading Day of such Pricing Period. (See Question 14 regarding other
documents to be submitted.) Checks and money orders are accepted for deposit
subject to collection as good funds and verification of compliance with the
terms of the Plan.
No interest will be paid by the Company or the Plan Administrator on optional
cash deposits held pending investment. Therefore, although optional cash
deposits may be made at any time, it is advisable to transmit such deposits
shortly before a Pricing Period.
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In order for deposits to be invested on the Investment Date, in addition to
the receipt of good funds, the Plan Administrator must have received an
Authorization Card or a B&N Form, as appropriate (see Questions 8 and 14).
16. Under what circumstances will optional cash deposits be returned?
Optional cash deposits received by the Plan Administrator on or after the
first day of a related Pricing Period for an Investment Date are not eligible
for investment on such date but will be applied to purchase Class A Common Stock
on the next succeeding Investment Date. However, such deposits will be returned
to a Participant upon written request by such Participant received by the Plan
Administrator at least two business days immediately preceding the first day of
the Pricing Period for such next Investment Date.
Optional cash deposits of less than $500 and that portion of any optional
cash deposit which exceeds $5,000 will be returned to the Participant without
interest (see Question 14).
Costs
-----
17. Are there any expenses to Participants in connection with purchases under
the Plan?
Participants incur no service charges or brokerage commissions for purchases
made under the Plan. All costs of administration of the Plan are paid by the
Company. As described in Question 27, however, you will incur expenses if upon
termination of your participation in the Plan you request that the shares of
Class A Common Stock held in your account be sold. In addition, there is a
$5.00 service fee payable to "Chemical Bank" each time that you request that
certificates for shares of Class A Common Stock held in your account be issued
to you.
Administration
--------------
18. Under what circumstances may reinvested dividends or optional cash
deposits be aggregated in applying the limitation on participation in the
Plan?
For the purposes of the limitation on participation in the Plan (as described
in Questions 2 and 3), in the Company's discretion all optional cash deposits
for holders with more than one account using the same social security number or
taxpayer identification number may be aggregated. For holders unable to supply
a social security number or taxpayer identification number, the holder's
participation may, in the Company's discretion, be limited to only one
stockholder account. The Company reserves the right to decide that future
participation in the Plan is dependent upon past compliance with its terms.
For purposes of these limitations, all Plan accounts which the Company, in
its sole judgment, believes to be under common control or management or to have
common ultimate beneficial ownership will be aggregated. If the Company
determines that such accounts will be aggregated, the Company will have the
right to direct the Plan Administrator to return within 30 days of receipt any
amount in excess of $5,000 received as optional cash deposits in respect of such
accounts.
The Company may establish other or additional requirements that apply to
participation in the Plan by brokers, banks and others acting in a
representative capacity on behalf of holders of shares of Common Stock.
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19. What are the functions of the Plan Administrator?
Chemical Bank administers the Plan by acquiring newly issued shares of Class
A Common Stock, keeping records, sending statements of account to Participants
and performing other duties relating to the Plan. If newly issued shares of
Class A Common Stock are not available, Chemical Bank purchases shares in the
open market and holds shares of all Participants together in its name or in the
name of its nominees. Chemical Bank also acts as dividend disbursing and
transfer agent for the Company's Common Stock.
Participants' Accounts and Reports
----------------------------------
20. What kind of accounts are maintained for Participants and what reports on
these accounts do they receive?
The Plan Administrator maintains a separate account for each Participant.
All shares of Class A Common Stock purchased for a Participant under the Plan
will be credited to the Participant's account. The Plan Administrator will mail
to each Participant a statement confirming purchases of shares of Class A Common
Stock as soon as practicable after the purchases are made. In addition, each
Participant will receive copies of the Company's annual report to stockholders,
proxy statements and dividend income information for tax purposes.
Dividends
---------
21. Will Participants be credited with dividends on shares of Class A Common
Stock held in their accounts under the Plan?
Yes. As the record holder of the shares of Class A Common Stock held in each
Participant's account under the Plan, the Plan Administrator will receive
dividends for all such shares held on the dividend record date, will credit such
dividends to Participants' accounts on the basis of full and fractional shares
held in these accounts and will automatically reinvest such dividends in
additional shares.
Certificates for Shares of Class A Common Stock
-----------------------------------------------
22. Will Certificates be issued for shares of Class A Common Stock purchased
under the Plan?
Certificates for shares of Class A Common Stock purchased under the Plan will
not be issued to you until your account is terminated or unless you request
certificates in writing either for a particular purchase or for a specified
number of shares credited to your account under the Plan. A $5.00 check payable
to "Chemical Bank" for this service must accompany each request for
certificates. No certificate for a fractional share of Class A Common Stock
will be issued.
23. In whose name will stock certificates be registered when issued?
Accounts under the Plan are maintained in the names in which stock
certificates of the Participants were registered at the time the Participants
entered the Plan. Certificates for whole shares of Class A Common Stock issued
at the request of Participant will be similarly registered.
13
<PAGE>
Shares of Class A Common Stock credited to the account of a Participant and
held by the Administrator may not be pledged or assigned and any such purported
pledge or assignment will be void.
24. May a Participant add shares of Class A Common Stock to his or her account
by transferring stock certificates that the Participant possesses?
Yes. You may increase the number of shares of Class A Common Stock held in
your account by depositing certificates representing shares of Class A Common
Stock with the Plan Administrator. Such certificates must be presented in
transferable form and must be accompanied by a written request that the shares
of Class A Common Stock evidenced thereby be added to your account.
Termination of Participation in the Plan
----------------------------------------
25. How does a Participant terminate participation in the Plan?
You may terminate your participation in the Plan at any time by notifying the
Plan Administrator in writing at least five full business days before the next
record date (as described in Questions 7 and 15). Participation in the Plan
will also be terminated if the Plan Administrator receives written notice at
least five full business days before the next record date of the death or
adjudicated incompetency of a Participant. In the event written notice of
termination, death or adjudicated incompetency is received by the Plan
Administrator later than the sixth day before the next record date, shares of
Class A Common Stock will be purchased for the Participant with the related cash
dividend and participation in the Plan will not terminate until after such divi-
dend has been reinvested. Upon termination by reason of notice of death or
adjudicated incompetency, no purchase of shares of Class A Common Stock will be
made for the Participant's account and the Participant's shares, any cash
dividends paid thereon and any other unapplied funds will be retained by the
Plan Administrator until such time as such Participant's legal representative
has been appointed and has furnished proof satisfactory to the Plan Administra-
tor of the legal representative's right to receive payment. There is a $15.00
service fee payable to Chemical Bank by you upon termination of your
participation in the Plan.
26. What will Participants receive when they terminate participation in the
Plan?
Upon termination of your participation in the Plan, unless you request that
all of the shares of Class A Common Stock held in your account be sold (as
described in Question 27), the Plan Administrator will send you a certificate
for the number of whole shares in your account and a check in an amount equal to
the value of any fractional share based upon the average of the high and low
sales prices of shares of Class A Common Stock on the Nasdaq National Market for
the date set forth in the statement sent to you by the Plan Administrator.
27. May a Participant request that shares of Class A Common Stock held in his
or her account be sold upon termination of participation?
Yes. Upon termination of your participation in the Plan, if you do not wish
to receive a certificate for the number of whole shares of Class A Common Stock
in your account, you may request that all of those shares be sold. If you make
such a request, the sale will be made for you by the Plan Administrator at the
prevailing market price as soon as practicable after your request is received.
14
<PAGE>
You will receive the proceeds of the sale, less related brokerage fees or
commissions and less any applicable transfer taxes and a service fee in the
amount of $15.00.
Other Information
-----------------
28. What happens when a Participant sells or transfers all of the shares of
Common Stock registered in the Participant's name?
If you dispose of all shares of Common Stock registered in your name on the
books of the Company (other than by deposit of such shares with the Plan
Administrator), the Plan Administrator may, at its option, terminate your
account or determine from you whether you wish to continue your participation in
the Plan.
29. What happens if the Company pays a dividend in stock or splits its Class A
Common Stock?
Any dividends in the form of shares of Class A Common Stock and any shares of
Class A Common Stock resulting from a split of its Class A Common Stock
distributed by the Company on shares accumulated in the Participant's account
will be credited to the Participant's account and reflected in the statement
described in Question 20.
30. What happens if the Company makes the right to purchase additional shares
of Class A Common Stock or other securities available to its stockholders?
If the Company makes available to its stockholders (a) rights to purchase
additional shares of Class A Common Stock or other securities of the Company or
(b) any securities of any other issuer or securities of any class of the Company
other than shares of Class A Common Stock, the Company will distribute such
securities directly to the Participants, in which event only full units of such
securities will be so distributed. Any fractional units of such securities will
be aggregated and sold by the Plan Administrator. Funds received from the sale
of such fractional units will be invested in shares of Class A Common Stock in
the same manner as optional cash deposits are invested under the Plan.
31. How will Participant's shares of Class A Common Stock be voted at meetings
of stockholders?
Participants will receive proxy cards covering the total number of whole
shares of Class A Common Stock registered in the Participant's name and whole
shares of Class A Common Stock credited to the Participant's Plan account. The
Plan Administrator will vote any whole shares of Class A Common Stock that it
holds for a Participant in accordance with the proxy returned by the Participant
to the Company. If a proxy card is returned properly signed, but without
indicating instructions as to the manner shares of Class A Common Stock are to
be voted with respect to any item thereon, the shares covered will be voted in
accordance with the recommendations of the Company's management. If the proxy
card is not returned, or it is returned unexecuted or improperly executed, the
shares of Class A Common Stock covered will not be voted unless the Participant
or the Participant's duly appointed representative votes in person at the
meeting.
15
<PAGE>
32. What are the Federal income tax consequences of participation in the Plan?
For Federal income tax purposes, a Participant in the Plan will be treated as
having received, on the distribution payment date, a distribution in an amount
equal to the fair market value on that date of the shares of Class A Common
Stock acquired with reinvested distributions. A Participant who acquires addi-
tional shares of Class A Common Stock by making an optional cash deposit will be
treated as having received a deemed distribution on the Investment Date in an
amount equal to the excess, if any, of the fair market value of the shares on
the Investment Date over the amount of the optional cash deposit.
The fair market value of shares of Common Stock acquired under the Plan will
be equal to 100% of the average of the high and low sales prices of the
Company's Class A Common Stock on the Nasdaq National Market on the relevant
Investment Date. If the Investment Date falls on a date which is not a Trading
Day (as defined in Question 11), then the fair market value will be the average
of the high and low sales prices of the Company's Class A Common Stock as
reported by Nasdaq on the Trading Days immediately preceding and succeeding such
Investment Date.
It should be noted that the fair market value on an Investment Date is likely
to differ from the Current Market Price used to determine the number of shares
of Class A Common Stock acquired. As described in Question 11, such Current
Market Price is the average of the high and low sales prices of the Company's
Common Stock on the Nasdaq National Market for the five Trading Days comprising
the relevant Pricing Period.
The tax treatment of any distributions by a corporation with respect to its
stock depends on whether the corporation has current or accumulated earnings and
profits measured as of the end of the taxable year in which the distribution is
paid. For the taxable years 1989-1994, none of the distributions paid by the
Company to its shareholders were treated as taxable dividends, since the Company
had no current or accumulated earnings and profits as of the end of any of such
years. The taxability of distributions paid in taxable years after 1994 will
depend on whether the Company has current or accumulated earnings and profits as
of the end of such years, a fact which cannot be determined at this time.
To the extent the Company has any current or accumulated earnings and profits
during a taxable year, distributions or deemed distributions made by the Company
with respect to its Class A Common Stock in such year will be treated as taxable
dividends to the Participant. Distributions or deemed distributions made by the
Company with respect to its Class A Common Stock in excess of its current or
accumulated earnings and profits for a taxable year will be treated as a return
of capital to the extent of the Participant's adjusted tax basis in his shares
and the excess over such adjusted basis will be treated as gain from the sale or
exchange of property (which gain will be treated as long-term capital gain if
the shares are a capital asset in the hands of the Participant and have been
held for longer than one year).
The tax basis of shares of Class A Common Stock purchased with reinvested
distributions will be equal to their fair market value on the distribution
payment date. The tax basis of shares of Class A Common Stock purchased with an
optional cash deposit will equal the amount of the deposit plus the excess, if
any, of the fair market value of the shares purchased over the amount of the
deposit.
A Participant's holding period for shares of Class A Common Stock acquired
pursuant to the Plan will begin on the day following the Investment Date on
which they are acquired for the Participant's account.
16
<PAGE>
A Participant will not realize any taxable income upon receipt of
certificates for whole shares of Class A Common Stock credited to the
Participant's account, either upon the Participant's request for certain of
those shares or upon termination of participation in the Plan.
A Participant will realize gain or loss upon the sale or exchange of shares
of Class A Common Stock acquired under the Plan. A Participant will also
realize gains or loss upon receipt, following termination of participation in
the Plan, of a cash payment for any fractional share equivalent credited to the
Participant's account. The amount of any such gain or loss will be the
difference between the amount that the Participant received for the shares or
fractional share equivalent, and the tax basis therefor.
The foregoing summary is based upon an interpretation of current Federal tax
law. Each Participant should consult his or her own tax advisor to determine
particular tax consequences, including state and local tax consequences, which
will vary from state to state, which may result from participation in the Plan
and a subsequent disposal of shares of Class A Common Stock acquired pursuant to
the Plan.
33. What are the responsibilities of the Company and the Plan Administrator
under the Plan?
The Company and the Plan Administrator shall not be liable under the Plan for
any act done in good faith or for any good faith omission to act, including
without limitation, any claim of liability (a) arising out of any such act or
omission to act which occurs prior to the termination of participation and (b)
with respect to the prices at which shares of Class A Common Stock are purchased
or shares or other securities are sold for the Participant's account and the
time such purchases or sales are made. Participants should recognize that
neither the Company nor the Plan Administrator can assure Participants of
profits, or protect Participants against losses, on shares of Class A Common
Stock purchased or held under the Plan.
Stockholders are cautioned that this Prospectus does not represent a change
in the Company's dividend policy or a guarantee of future dividends.
34. Can the Company or the Plan Administrator terminate a Participant's
interest in the Plan?
The Company or the Plan Administrator may terminate any Participant's
participation in the Plan at any time for any reason, including, without
limitation, arbitrage-related activities or transactional profit activities, by
notice in writing mailed to the Participant. In such event the Plan
Administrator will follow the procedures for termination set forth in Question
26.
35. What happens if the Plan Administrator cannot make purchases in the open
market?
If the Company determines not to make newly issued shares of Class A Common
Stock available for purchase pursuant to the Plan and in the event that
applicable law or the closing of securities markets requires the temporary
curtailment or suspension of open market purchases of shares under the Plan, the
Plan Administrator is not accountable for its inability to make purchases at
such times. If shares of Class A Common Stock are not available for purchase
for a period longer than 30 days, the Plan Administrator will promptly mail to
the Participant a check payable to the Participant's order in the amount of any
unapplied funds in the Participant's account.
17
<PAGE>
36. Where should correspondence regarding the Plan be sent?
Any notice, instruction, request or election which by any provision of the
Plan is required or permitted to be given or made by the Participant to the Plan
Administrator shall be in writing, signed by the Participant and addressed to:
Chemical Bank
Dividend Reinvestment Department
J.A.F. Building
P.O. Box 3069
New York, New York 10116-3069
or such other address as the Plan Administrator shall furnish to the
Participant, and such notice, instruction, request or election shall be deemed
to have been sufficiently given or made when received by the Plan Administrator.
37. What is sufficient notice to a Participant?
Any notice or certificate which by any provision of the Plan is required to
be given by the Plan Administrator to the Participant shall be in writing and
shall be deemed to have been sufficiently given for all purposes by being
deposited postage prepaid in a post office letter box addressed to the
Participant at the Participant's address as it shall last appear on the plan
Administrator's records.
38. Can successor Plan Administrators be named?
The Company may from time to time designate a bank or trust company as
successor Plan Administrator under the Plan.
39. Who interprets the plan and what law governs?
Any question of interpretation under the plan will be determined by the
Company, and any such determination will be final. The terms and conditions of
the Plan and its operation are governed by the laws of the State of New York.
40. May the terms of the Plan be changed or the Plan suspended or terminated?
The Company may change the terms of the Plan at any time and from time to
time, and the Company may suspend or terminate the Plan at any time, including
during the period between a record date and the related Investment Date, in each
case in its sole discretion, in such a case, the Company will use all reasonable
efforts to notify Participants of such change or termination.
USE OF PROCEEDS
The Company knows neither the number of shares that will ultimately be
purchased under the Plan nor the prices at which such shares will be purchased.
To the extent that shares are purchased from the Company, the Company intends to
use the proceeds for general corporate purposes.
18
<PAGE>
LEGAL MATTERS
The validity of the Class A Common Stock offered hereby will be passed upon
for the Company by Phillips Nizer Benjamin Krim & Ballon LLP, New York, New
York.
EXPERTS
The financial statements and schedule of Petroleum Heat and Power Company,
Inc. as of December 31, 1994 and 1993, and for each of the years in the three-
year period ended December 31, 1994 have been incorporated by reference herein
and in the registration statement in reliance upon the report of KPMG Peat
Marwick LLP, independent certified public accountants, incorporated by reference
herein, and upon the authority of said firm as experts in accounting and
auditing.
INDEMNIFICATION
The By-Laws of the Company provide that Company shall indemnify its directors
and officers, for such expenses and liabilities, in such manner, under such
circumstances, and to such extent as permitted by Minnesota Statutes Section
302A.52i, as now enacted or hereafter amended. Unless otherwise approved by the
Board of Directors, the Company shall not indemnify or advance expenses to any
employee of the Company who is not otherwise entitled to indemnification
pursuant to the prior sentence.
Section 302A.52i of the Minnesota Business Corporation Act (the "MBCA")
provides mandatory and exclusive standards for indemnification, although the
Articles of Incorporation or by-laws of a corporation can specifically limit the
statutory indemnification. Minnesota law generally provides that a corporation
shall indemnify a person made or threatened to be made a party to a proceeding
by reason of such person's official capacity as an officer, director or employee
of the corporation, against judgments, penalties. fines, including, without
limitation, excise taxes assessed against such person with respect to an
employee benefit plan, settlements, and reasonable expenses, including
attorney's fees and disbursements, incurred by that person in connection with
the proceeding, if such person (a) has not been indemnified by another entity
for the same proceedings and in connection with the same acts or omission: (b)
acted in good faith; (c) received no improper personal benefit; (d) in the case
of a criminal proceeding, had no reason to believe such person's conduct was
unlawful; and (e) in connection with the acts or omissions in question, the
person reasonably believed that such person's conduct was in the best interests
of the corporation (or, in the case of a question of improper personal benefit,
believed that the conduct was not opposed to the best interests of the
corporation; or in the case of an employee benefit plan, believed that the
conduct was in the best interests of the participants or beneficiaries of the
employee benefit plan).
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling the
Company, pursuant to the foregoing provisions or otherwise, the Company has been
informed that, in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933, and is, therefore, unenforceable.
19
<PAGE>
=================================== ===================================
TABLE OF CONTENTS
Page
----
1,000,000 Shares
Available information . . . . 4 of Class A Common Stock
Incorporation of
Certain Information by Reference
4
If You Have Questions
Concerning the Plan . . . . . 5 Petroleum Heat
and Power Co., Inc.
The Company . . . . . . . . . 5
Description of the Plan . . . 6
Use of Proceeds . . . . . . . 18
Dividend Reinvestment
Legal Matters . . . . . . . . 19 and Stock Purchase Plan
Experts . . . . . . . . . . . 19
Indemnification . . . . . . . 19
----------------------
Prospectus
----------------------
Prospectus Dated June 30, 1995
=================================== ===================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
SEC registration fee . . . . . . . . . . . $ 2,758.62
NASDAQ Listing Fee . . . . . . . . . . . . $ 17,500.00
Printing and engraving . . . . . . . . . . $ 25,000.00
Accountants' fees and expenses . . . . . . $ 5,000.00
Legal fees and expenses . . . . . . . . . . $ 20,000.00
Blue Sky fees and expenses . . . . . . . . $ 2,500.00
Miscellaneous . . . . . . . . . . . . . . . $ 2,241.38
------------
Total . . . . . . . . . . . . . . . . . $ 75,000.00
============
Item 15. Indemnification of Directors and Officers
Section 302A.52i of the Minnesota Business Corporation Act (the "MBCA")
provides mandatory and exclusive standards for indemnification, although the
Articles of Incorporation or by-laws of a corporation can specifically limit the
statutory indemnification. Minnesota law generally provides that a corporation
shall indemnify a person made or threatened to be made a party to a proceeding
by reason of such person's official capacity as an officer, director or employee
of the corporation, against judgments, penalties. fines, including, without
limitation, excise taxes assessed against such person with respect to an
employee benefit plan, settlements, and reasonable expenses, including
attorney's fees and disbursements, incurred by that person in connection with
the proceeding, if such person (a) has not been indemnified by another entity
for the same proceedings and in connection with the same acts or omission: (b)
acted in good faith; (c) received no improper personal benefit; (d) in the case
of a criminal proceeding, had no reason to believe such person's conduct was
unlawful; and (e) in connection with the acts or omissions in question, the
person reasonably believed that such person's conduct was in the best interests
of the corporation (or, in the case of a question of improper personal benefit,
believed that the conduct was not opposed to the best interests of the
corporation; or in the case of an employee benefit plan, believed that the
conduct was in the best interests of the participants or beneficiaries of the
employee benefit plan).
Section 302A.52i of the MBCA further provides that if an officer, director or
employee is made or threatened to be made a party to a proceeding in such
person's official capacity, such person is entitled, upon written request to the
corporation, to payment or reimbursement by the corporation of reasonable
expenses incurred by such person in advance of the final disposition of the
proceeding (a) upon receipt by the corporation of a written confirmation by such
person of such person's good faith belief that the criteria for indemnification
set forth under Minnesota law have been satisfied, an undertaking by the person
to repay all amounts paid or reimbursed by the corporation if it is ultimately
determined that the criteria for indemnification have not been satisfied, and
(b) after a determination that the facts then known to those making the
determination would not preclude indemnification under Minnesota law.
II - 1
<PAGE>
Finally. Section 302A.521 of the MBCA provides that a corporation's Articles
of Incorporation or by-laws may prohibit indemnification or advances or may
impose conditions on such indemnification or advance, as long as those
conditions apply equally to all persons or to all persons with a given class.
Registrant's Restated Articles of Incorporation, as amended, contains the
limitation of liability
provision set forth below:
"ARTICLE VIII--A director of the corporation shall not be personally
liable to the corporation or its shareholders for monetary damages for breach
of fiduciary duty as a director, except for liability (i) for any breach of
the director's duty of loyalty to the corporation or its shareholders, (ii)
for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 302A.SS9 of the
Minnesota Business Corporation Act or Section 80A.23 of the Minnesota
Securities law, or (iv) for any transaction from which the directors derived
an improper personal benefit. If the Minnesota Business Corporation Act is
hereafter amended to authorize any further limitation of the liability of a
director, then the liability of a director of the corporation shall be
eliminated or limited to the fullest extent permitted by the Minnesota
Business Corporation Act, as amended. No amendment or repeal of this Article
VIII shall apply to or have any effect on the liability or alleged liability
of any director of the corporation for or with respect to any acts or
omissions of such director occurring prior to such amendment or repeal."
Registrant's by-laws, as amended, contains the indemnification provision set
forth below:
"Section 8.01. The corporation shall indemnify all officers and directors
of the corporation, for such expenses and liabilities, in such manner, under
such circumstances, and to such extent as permitted by Minnesota Statutes
Section 302A.521, as now enacted or hereafter amended. Unless otherwise
approved by the Board of Directors, the corporation shall not indemnify or
advance expenses to any employee of the corporation who is not otherwise
entitled to indemnification pursuant to the prior sentence of this Section
8.01."
Item 16. Exhibits
Exhibit
No. Description of Exhibit
- - --- ----------------------
5 Opinion of Phillips Nizer Benjamin Krim & Ballon LLP
24.1 Consent of KPMG Peat Marwick LLP
24.2 Consent of Phillips Nizer Benjamin Krim & Ballon LLP(included in Exhibit
5)
25.0 Power of Attorney (included on Page II-4)
Item 17. Undertakings
The Registrant undertakes (1) to file a post-effective amendment to the
Registration Statement to include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933 and to reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
Registration Statement, except to the extent that the information to be included
in such post-effective amendment is contained in periodic reports filed by the
Registrant pursuant to Sections 13 or 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the Registration Statement, (2) to
II - 2
<PAGE>
file a post-effective amendment to this Registration Statement to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement, (3) that for the purpose of
determining any liability under the Securities Act of 1933 each such
post-effective amendment 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, and
(4) to remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.
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 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.
II - 3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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, thereto
duly authorized in the City of New York, State of New York, on the 30th day of
June, 1995.
Petroleum Heat and Power Co., Inc.
By: /S/
-------------------------------
Irik P. Sevin
President, Chairman of the Board
Chief Executive Officer and Chief
Financial and Accounting Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints IRIK P. SEVIN, his true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him and in his
name, place or stead, in any and all capacities, to sign the within Registration
Statement relating to the offering of 1,000,000 shares of Class A Common Stock
of Petroleum Heat and Power Co., Inc. and any and all amendments to said
Registration Statement, and to file the same, with all exhibits thereto, and any
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite and 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 agent, or his substitute or substitutes, may lawfully do
or cause to be done by virtue hereto.
II - 4
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
/S/ President, Chairman of June 30, 1995
----------------------- the Board, Chief
Irik P. Sevin Executive Officer,
Chief Financial and
Accounting Officer and
Director
/S/ Secretary and Director June 30, 1995
-----------------------
Audrey L. Sevin
Director , 1995
-----------------------
Phillip E. Cohen
/S/ Director June 30, 1995
-----------------------
Thomas J. Edelman
/S/ Director June 30, 1995
-----------------------
Wolfgang Traber
Director , 1995
-----------------------
Richard O'Connell
/S/ Director June 30, 1995
-----------------------
Max Warburg
/S/ Director June 30, 1995
-----------------------
Paul Biddelman
II - 5
PHILLIPS NIZER BENJAMIN KRIM & BALLON LLP
666 Fifth Avenue
New York, NY 10103-0084
June 27, 1995
Petroleum Heat and Power Co., Inc.
2187 Atlantic Street
Stamford, Connecticut 06902
Re: Registration Statement on Form S-3
----------------------------------
Ladies and Gentlemen:
We refer to the above-captioned registration statement
(the "Registration Statement"), under the Securities Act of 1933,
as amended (the "1933 Act"), filed by Petroleum Heat and Power Co.,
Inc., a Minnesota corporation (the "Company"), with the Securities
and Exchange Commission relating to the proposed public offering by
the Company of 1,000,000 shares (the "Shares") of Class A Common
Stock, par value $.10 per share (the "Class A Common Stock")
pursuant to the Company's Dividend Reinvestment Stock Purchase Plan
(the "Plan"). Each term used herein that is defined in the
Registration Statement and not otherwise defined herein shall have
the meaning specified in the Registration Statement.
We have examined copies of the Restated Articles of
Incorporation of the Company, a copy of the Amended By-Laws of the
Company, and such other records and documents as we have deemed
relevant and necessary to the opinions hereinafter expressed. In
such examination, we have assumed the genuineness of all signatures
and the authenticity of all documents submitted to us as certified
or photostatic copies.
Based upon the foregoing and relying upon statements of
fact contained in the documents we have examined, we are of the
opinion that the issuance and sale of the Shares of Class A Common
Stock have been duly authorized, and when issued pursuant to the
Plan, will be legally and validly issued, fully paid and non-
assessable.
We consent to being named in the Registration Statement
and related Prospectus as counsel who are passing upon the legality
of the Shares for the Company, and to the reference to our name
<PAGE>
Petroleum Heat and Power Co., Inc.
June 27, 1995
Page 2
under the caption "Legal Matters" in such Prospectus. We also
consent to your filing copies of this opinion as an exhibit to the
aforesaid Registration Statement.
Very truly yours,
PHILLIPS NIZER BENJAMIN
KRIM & BALLON LLP
By: /s/
-----------------------
Alan Shapiro, a Partner
INDEPENDENT ACCOUNTANTS' CONSENT
The Board of Directors
Petroleum Heat & Power Co., Inc.:
We consent to the use of our report incorporated herein by reference and to the
reference to our firm under the heading "Experts" in the registration statement.
KPMG Peat Marwick LLP
Stamford, Connecticut
June 26, 1995
