TABLE OF CONTENTS
PART III PAGE
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT . . . 1
Item 11. EXECUTIVE COMPENSATION . . . . . . . . . . . . . . . . 4
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT . . . . . . . . . . . . . . . . 10
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS . . . . . 12
<PAGE>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
(a) IDENTIFICATION OF DIRECTORS
Other Positions
Director and Offices with
Name Age Since the Company
Kenneth L. Pollock (1) 75 1972 Chairman of the
Board of Directors
William D. Davis (1,2,3) 64 1981 Vice Chairman of the
Board of Directors
Dean T. Casaday 64 1991 President and Chief
Executive Officer
Paul R. Freeman (2,4) 48 1995 None
Robert J. Keating (1,4) 77 1974 None
John D. McCarthy (1,3,4) 60 1991 None
John D. McCarthy, Jr. (2) 31 1995 None
Kenneth M. Pollock (2,5) 38 1993 None
Richard A. Rose, Jr. (3,5) 35 1995 None
James A. Ross (4,5) 59 1978 None
Ronald W. Simms (1,2,3,4,5) 56 1991 None
(1) Member of the Executive Committee
(2) Member of the Audit Committee
(3) Member of the Compensation and Stock Option Committee
(4) Member of the Investment Committee of the Employees' Retirement Plan
of Pennsylvania Enterprises, Inc.
(5) Member of the Planning Committee
Each of the directors was elected as a director of the Company at the
1995 Annual Meeting of Shareholders, except for Messrs. Paul R. Freeman,
John D. McCarthy, Jr., and Richard A. Rose, Jr., who were elected by the
Board of Directors at a meeting held on November 10, 1995. The term of
each director continues until the next annual meeting of shareholders and
until his successor is elected and qualified.
Kenneth L. Pollock is the father of Kenneth M. Pollock. Mr. Simms is
the father-in-law of Mr. Rose. Mr. John D. McCarthy is the father of Mr.
John D. McCarthy, Jr. Mr. Keating is the father-in-law of Mr. Thomas F.
Karam, Executive Vice President of the Company. There are no other family
relationships among any of the directors or executive officers of the
Company.
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(b) BUSINESS EXPERIENCE
Name Business Experience
Kenneth L. Pollock Chairman of the Board of Directors of the Company
and PG Energy since June, 1987; President and
Chief Executive Officer of the Company and PG
Energy from March, 1991, to August, 1991; Director
and sole stockholder, Susquehanna Coal Company and
Ken L. Pollock, Inc., Nanticoke, PA, since prior
to 1990.
William D. Davis Vice Chairman of the Board of Directors of the
Company and PG Energy since March, 1991; Chairman
of the Board of the Commonwealth Bank Division of
Meridian Bank, Williamsport, PA, from September,
1993 to December 31, 1995; Director, Meridian
Bancorp, Inc., and Meridian Bank, Reading, PA,
from September, 1993 to April, 1996; Chairman of
the Board and Chief Executive Officer of
Commonwealth Bancshares Corporation, Williamsport,
PA, from April, 1987 to June, 1993; Director
Corestates Bank, N.A., since April, 1996; Director
of the National Association of Corporate
Directors; Director, Lycoming Foundation; past
Director and President of Industrial Properties
Corporation; Director, Pennsylvania Economy
League; Director and Treasurer, Pennsylvania
College of Technology; past Director and Chairman,
Williamsport/Lycoming Chamber of Commerce; and
Director, Williamsport/Lycoming Foundation.
Dean T. Casaday President and Chief Executive Officer of the
Company and PG Energy since September 1, 1991;
Vice President of Engineering and Operations of
the Company and PG Energy in 1978, and Vice
President of Corporate Development of PG Energy
from 1972 to 1978 and of the Company from 1974 to
1978; Vice President of National Fuel Gas Supply
Corporation from 1989 to August, 1991; Chairman,
President and Chief Executive Officer of Carnegie
Natural Gas Company and Apollo Gas Company, both
of which are subsidiaries of USX Corporation, from
1978 to 1989; Chairman of the Pennsylvania Gas
Association; Director, Greater Wilkes-Barre
Partnership; Corporate Advisory Board,
Pennsylvania College of Technology.
Paul R. Freeman Controller for HUD, Inc., trading as Emerald
Anthracite II, since 1988. He previously held
positions with Northeastern Bank, United Penn
Bank, Barnett Banks, and Marine Midland Bank.
2
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Robert J. Keating Chairman of the Board of Directors of the Company
and PG Energy from June, 1986, to June, 1987;
Chairman of the Board, Parodi Industries, Inc.,
Scranton, PA, from January, 1985, to February,
1994.
John D. McCarthy President of McCarthy Tire Service Company,
Wilkes-Barre, PA, since 1968; President of
McCarthy Realty, Inc., since 1988; Director and
Chairman, Wyoming Valley Health Care Systems,
Inc.; Director of Pennsylvania-American Water
Company.
John D. McCarthy, Jr. Vice President of McCarthy Tire Service Company
since 1989 and Vice President of McCarthy Realty,
Inc. since 1988. President of McCarthy Tire
Service Company of Allentown, Reading and
Lancaster since 1992. Member and Chairman of the
Board of Directors of the Wyoming Valley Catholic
Youth Center; member of the Michelin Tire
Corporation Dealer Council and Continental/General
Tire Dealer Council.
Kenneth M. Pollock Vice President of HUD, Inc., trading as Emerald
Anthracite II, and Vice President of Susquehanna
Coal Company and Susquehanna Mt. Carmel, Inc.,
since prior to 1987; Director of Commonwealth Bank
East, a division of Corestates Bank, N.A.;
Director of F. M. Kirby Center for the Performing
Arts.
Richard A. Rose, Jr. President of Petroleum Sales Company, Inc. since
1992 and Vice President of Petroleum Service
Company, Inc. since 1987. Director of the Black
Horse Foundation, Inc., Mountain Productions,
Inc., Mountain Productions Services, Inc., and
Rock USA, Inc.
James A. Ross Independent financial consultant since prior to
1988; Chairman, Priestgate, Limited, since 1991;
former President and Chief Executive Officer and
Director, Sprague & Henwood, Inc., Scranton, PA;
Director, Scranton Industrial Development Company;
Director, Lackawanna Industrial Development
Enterprise.
Ronald W. Simms President and Chief Executive Officer of Petroleum
Service Company, Inc., Wilkes-Barre, PA, since
1980; Chairman of the Board of Directors since
1994, and Chief Executive Officer since 1984, of
Mountain Productions, Inc.; Chairman of the Board
of Directors of First Heritage Bank, since March,
1994; Director of Pennsylvania-American Water
Company; and past Chairman of the Wilkes-Barre
Chamber of Commerce.
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Certain Stock Transactions
The Securities Exchange Act of 1934, as amended, requires that the
Company's directors and officers file reports of ownership and changes in
ownership of the Company's Common Stock with the Securities and Exchange
Commission and the New York Stock Exchange. The Company believes that all
directors and officers filed on a timely basis all such reports required of
them with respect to stock ownership and changes in ownership during 1995.
ITEM 11. EXECUTIVE COMPENSATION
(a) SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term
Compensation
Annual Compensation Securities
Other Annual Underlying All Other
Name and Salary Bonus Compensation Options Compensation
Principal Position Year ($) ($) ($)(1) (# of Shares) ($)(2)
<S> <C> <C> <C> <C> <C> <C>
Dean T. Casaday, 1995 $202,243 -0- -0- -0- $3,987
President and Chief 1994 192,842 -0- -0- -0- 3,377
Executive Officer 1993 186,099 -0- -0- 9,000 3,305
Thomas F. Karam 1995 $150,000(3)-0- -0- -0- 77
Executive
Vice President
John F. Kell, Jr. 1995 $123,745 -0- -0- -0- 1,876
Vice President, 1994 121,527 -0- -0- -0- 1,518
Financial Services 1993 115,820 -0- -0- 3,500 1,489
__________
</TABLE>
(1) Does not include the value of perquisites and other personal benefits
because the aggregate amount of such compensation does not exceed
established reporting thresholds.
(2) The amounts shown under All Other Compensation are for group term life
insurance provided for officers and matching contributions made by the
Company for the named executives to their Employees' Savings Plan
(401(k)) account in the amount of $1,165 and $751 for 1995, $709 and
$456 for 1994, and $735 and $463 for 1993 for Messrs. Casaday and
Kell, respectively.
(3) Mr. Karam commenced employment with the Company effective October 1,
1995. The above salary amount represents his compensation on an
annualized basis. The amount for All Other Compensation is the actual
amount for the portion of 1995 that he was employed by the Company.
4
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(b) AGGREGATED STOCK OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END STOCK OPTION VALUES
<TABLE>
<CAPTION>
Number of
Shares Securities Underlying Value of Unexercised
Acquired on Value Unexercised Options In-the-Money Options
Exercise Realized at Fiscal Year-End (#) at Fiscal Year-End ($)
Name (#) ($) Exercisable/Unexercisable Exercisable/Unexercisable
<S> <C> <C> <C> <C>
Dean T. Casaday.... -0- -0- 9,000 / -0- $70,875 / -0-
John F. Kell, Jr... -0- -0- 3,500 / -0- $27,563 / -0-
(c) COMPENSATION PURSUANT TO PLANS
</TABLE>
Employees' Savings Plan
Effective January 1, 1992, the Company established an Employees'
Savings Plan to encourage retirement savings by its employees. Full-time
employees age 21 or older who have completed one year of service are
eligible to participate in the Employees' Savings Plan. Participating
employees may elect to contribute up to 15% of their qualifying annual
compensation (but no more than a statutory dollar limit - $9,240 for 1995)
on a pre-tax basis, pursuant to Section 401(k) of the Internal Revenue Code
of 1986, as amended. These employee 401(k) contributions are invested as
directed by each participant in one or more designated funds available
under the Employees' Savings Plan, including a fund that invests in the
Company's Common Stock. The Company also contributes up to 15% of the
first 4% contributed by the employees, which contribution is automatically
invested in the Company's Common Stock. Participants are 100% vested in
their 401(k) contributions and become 100% vested in any matching
contribution over a five-year period commencing with the employee's date of
hire.
Employees' Retirement Plan
The following table illustrates the estimated annual retirement
benefits payable at age 65 under the Company's Employees' Retirement Plan
as a straight life annuity to an employee retiring with the specified
combination of final average earnings and years of service with the Company
with the modifications discussed below, applicable to Mr. Casaday, for
average annual earnings greater than $150,000. The benefits shown are not
subject to deduction for social security.
[CAPTION]
5-Year Years of Credited Service
Average Earnings 15 20 25 30 35
[S] [C] [C] [C] [C] [C]
$100,000............ $ 20,555 $ 27,407 $ 34,259 $ 41,111 $ 41,111
$125,000............ $ 26,180 $ 34,907 $ 43,634 $ 52,361 $ 52,361
$150,000............ $ 31,805 $ 42,407 $ 53,009 $ 63,611 $ 63,611
$175,000............ $ 37,430* $ 49,907* $ 62,384* $ 74,861* $ 74,861*
$200,000............ $ 43,055* $ 57,407* $ 71,759* $ 86,111* $ 86,111*
$250,000............ $ 54,305* $ 72,407* $ 90,509* $108,611* $108,611*
__________
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* The Internal Revenue Code limits the amount of compensation which may be
taken into account under a tax-qualified retirement plan. The benefits
shown above, for average earnings above $150,000, include benefits
payable pursuant to Mr. Casaday's supplemental retirement agreement
which guarantees to Mr. Casaday the difference between the benefits he
would be entitled to under the Company's Employees' Retirement Plan, if
such benefits were calculated without regard to restrictions imposed
under the Internal Revenue Code, and the amount of pension benefit
actually payable under the Company's Employees' Retirement Plan.
Additionally, pursuant to the terms of Mr. Casaday's supplemental
retirement agreement, the Company has agreed to pay the difference, if any,
between his pension benefits payable under the Retirement Plan, based on
the total of his approximately 15 years of prior service and his current
service with the Company, and a pension benefit based on 20 years of
credited service. As of December 31, 1995, Mr. Casaday had completed 19
years of credited service and Mr. Kell, 17 years.
Covered compensation under the Retirement Plan is the same as the amount
reported in the Salary column of the Summary Compensation Table.
Change in Control and Other Agreements
The Company has agreements with certain of its officers, including
Messrs. Casaday, Karam, and Kell, which entitle the officers to receive a
severance payment equal to two times their annual salary if, following a
change in control (as defined in such agreements) of the Company, their
employment is terminated or their compensation, position or benefits are
reduced.
Mr. Casaday has an employment agreement with the Company providing for a
one year employment term, ending September 1, 1996, and certain
supplemental retirement benefits. The retirement benefits are set forth in
a supplemental retirement agreement, the major provisions of which are
described in the previous section.
(d) COMPENSATION OF DIRECTORS
During 1995, directors of the Company and PG Energy who were not full-
time employees of the Company and PG Energy were paid a fee of $500 per
month, and on days they attended a Company and/or PG Energy Board
meeting(s) they were paid $500, plus expenses. Since the Company and PG
Energy Boards consist of the same members, meetings are usually scheduled
on the same day, with the PG Energy meeting immediately following the
Company meeting. Additionally, each director received $250 for Board
Committee meetings attended on the same day as meeting(s) of the full
Board(s), and $500 for each Board Committee meeting attended on a day when
the full Board(s) did not meet. Further, directors who were members of the
Investment Committee of the Employees' Retirement Plan were paid $250 for
each meeting attended on the same day as a meeting of the full Board(s) and
$500 for each meeting attended on a day when the full Board(s) did not
meet.
During 1995, Mr. Ross and Mr. John D. McCarthy also served as directors
of Pennsylvania Energy Resources, Inc. (PERI) and Theta Land Corporation,
both wholly-owned subsidiaries of PEI. They were each paid $1,000 for
attending two board meetings of PERI during 1995.
6
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The Company's 1995 Directors' Stock Compensation Plan (the "Directors'
Plan") provides for the annual automatic award of 200 shares of Company
Common Stock (subject to anti-dilution adjustment in the event of certain
corporate changes) to each continuing director, who has completed at least
one year of service and who is not a full-time employee of the Company or
any of its affiliates, immediately following each annual meeting of
shareholders. The Directors' Plan will terminate in 2005. Directors who
are full-time employees of the Company are not eligible to participate in
the Directors' Plan. Except for anti-dilution adjustments, without
shareholder approval, the number of shares to be awarded to each director
each year under the Directors' Plan may not be increased and the
eligibility for awards may not be changed. All shares awarded under the
Directors' Plan are non-transferrable for a period of 3 years following the
award, except in the event of death, disability, or retirement on or after
age 65, but in no event less than six months following the date of the
award.
(e) COMPENSATION COMMITTEE INTERLOCKS
Messrs. John D. McCarthy, Ross, and Simms served as members of the
Company's Compensation Committee during 1995. Beginning January 1, 1996,
the Compensation Committee consisted of Messrs. John D. McCarthy, Davis,
Rose, and Simms. None of these persons was or is an officer or employee of
the Company or any of its subsidiaries. None of the Company's executive
officers served on the compensation committee or board of an entity of
which (i) a member of the Company's Compensation Committee or other
director of the Company was an executive officer or (ii) an executive
officer of the entity was one of the Company's directors.
(f) COMPENSATION COMMITTEE REPORT
The Company's executive compensation program is administered by the
Compensation Committee of the Board of Directors, which is composed of four
non-employee directors. The following is a report of the Compensation
Committee to the Company's shareholders:
Compensation Policies
In determining compensation, including the award of both annual and
long-term compensation, the Committee follows a policy of considering,
among other factors, the operating and financial performance of the Company
and the individual contribution of each officer.
Salary is the principal component of the annual portion of the
compensation of senior executives. Stock options, which were authorized
for the first time in 1992 and granted in 1993, comprise both the long-term
component and a portion of the annual component of compensation. The value
of stock options is directly dependent on the performance of the Company's
stock.
1995 Compensation of the Chief Executive Officer
Mr. Casaday's annual salary was increased by 6.0% to $212,880 effective
June 4, 1995, from $200,830, his base salary since his last salary
adjustment in June 1994. In determining his salary adjustment for 1995,
the Committee took into account a number of factors related to the goals
and objectives for Mr. Casaday as set forth in his employment agreement for
the period. These relate to management development, financial objectives,
long-term planning, Board relations and communications, marketing plans,
external relations, and leadership. Effective September 1, 1995, upon
7
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recommendation of the Committee, the Company extended the term of Mr.
Casaday's employment agreement for one year until September 1, 1996.
The Committee operates on the principle that the compensation of the
Company's executive officers should be competitive with compensation of
senior executives at comparable companies. In this regard, the Committee
reviewed and considered the compensation of executives in comparable
positions at other utility companies, and non-utility companies located in
the same region as the Company, with which the Company competes for
executive talent. Consequently, these are not exactly the same companies
that are included in the indices used in the Performance Graphs in this
proxy statement. The Committee targets executive compensation to be in the
general range, but not the high end, of compensation for comparable
positions at these companies.
The Committee (which also serves as the Stock Option Committee)
considers previously established annual operating and financial performance
goals to help it determine if and the extent to which stock options will be
granted. The Committee did not award any stock options during 1995.
Other Officers
The compensation of Mr. Kell was determined in accordance with policies
discussed earlier in this report. Mr. Karam commenced employment with the
Company effective October 1, 1995.
All members of the Committee concur and join in this report to the
Company's shareholders.
John D. McCarthy, Chairman Ronald W. Simms
William D. Davis Richard A. Rose, Jr.
(g) PERFORMANCE GRAPHS
Five-Year Cumulative Return
The graph below compares the cumulative total return on the Company's
stock during the past five years with the average cumulative total return
during the same period of the S & P 500 Stock Index, a gas/water utility
performance index developed from the Edward D. Jones Indices for Natural
Gas Distribution Companies and the Water Utility Industry, excluding the
Company, and a self-constructed index of a group of comparable mid-sized
natural gas distribution companies, excluding the Company. The gas/water
utility index is an average of the two Edward D. Jones Indices where the
two indices are weighted by the Company's average identifiable assets for
its gas business and its water business during the period covered by the
graph. Since the Company sold its water utility operations on February 16,
1996, and is now primarily a gas distribution utility, a gas index is now
included in the graph. Next year the gas/water utility index will not be
shown. The companies included in the self-constructed natural gas
distribution index are: Atmos Energy Corporation, Cascade Natural Gas
Corporation, Colonial Gas Company, Connecticut Energy Corp., Connecticut
Natural Gas Co., North Carolina Natural Gas Corp., Providence Energy Corp.,
Public Service Company of North Carolina, Southeastern Michigan Gas
Enterprises, United Cities Gas Co.,and Yankee Energy Systems Inc. These
companies, selected from the Edward D. Jones Index for Natural Gas
Distribution Companies, have revenues, net plant, and market capitalization
in the same general range as that of the Company.
8
<PAGE>
The graph reflects the investment of $100 on December 31, 1990, in the
Company's Common Stock, the S & P 500 Stock Index, and the utility indices.
Dividends are assumed to be reinvested as paid in the Company's Common
Stock and in the S & P 500 Stock Index and quarterly in the stocks of the
utility indices.
FIVE-YEAR CHART
[CAPTION]
S & P Gas/Water Gas
Measurement Period Pennsylvania Stock Utility Utility
(Fiscal Year Covered) Enterprises Index Index Index
[S] [C] [C] [C] [C]
1990 100.00 100.00 100.00 100.00
1991 74.28 130.34 137.16 128.90
1992 112.10 140.26 160.67 164.39
1993 116.03 154.33 185.51 193.32
1994 111.99 156.43 170.45 174.24
1995 165.84 214.99 210.78 210.18
Four-Year Cumulative Return
The market price of the Company's Common Stock was affected from 1989
into the fourth quarter of 1991 by events relating to the possible sale of
the Company, including several bids made for the Company, certain of which
were accepted, but none of which were consummated. The graph below
compares the cumulative total return on the Company's stock for 1992
through 1995 with that of the S & P 500 Stock Index, the gas/water utility
performance index, and the self-constructed index of comparable mid-sized
natural gas distribution companies for the same period. The graph reflects
the investment of $100 on December 31, 1991, in the Company's Common Stock,
the S & P 500 Stock Index, and the utility indices. Dividends are assumed
to be reinvested as paid in the Company's Common Stock and in the stocks in
the S & P 500 Stock Index and quarterly in the stocks of the utility
indices.
FOUR-YEAR CHART
[CAPTION]
S & P Gas/Water Gas
Measurement Period Pennsylvania Stock Utility Utility
(Fiscal Year Covered) Enterprises Index Index Index
[S] [C] [C] [C] [C]
1991 100.00 100.00 100.00 100.00
1992 152.92 107.61 117.39 127.53
1993 156.20 118.40 135.60 149.98
1994 150.77 120.01 124.53 135.17
1995 223.27 164.95 153.90 163.06
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<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(a) SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The Company does not know of any person who is the beneficial owner of
more than five percent of the outstanding Common Stock of the Company,
other than Mr. Kenneth L. Pollock as described in the following section.
(b) SECURITY OWNERSHIP OF MANAGEMENT
The following table shows the number of shares of the Company's Common
Stock, beneficially owned, directly or indirectly, as of April 26, 1996, by
individual directors, each of the officers named in the Summary
Compensation Table, and all directors and officers as a group, who held
such positions as of April 26, 1996. None of such persons beneficially
owned more than 1% of the Company's Common Stock, except for Mr. Kenneth L.
Pollock, who beneficially owned 5.6% of the Company's Common Stock, Mr.
Kenneth M. Pollock, who beneficially owned 2.4% of the Company's Common
Stock, or 5.6% in the aggregate for both of them on an unduplicated basis,
and Mr. Ronald W. Simms who beneficially owned 1.6% of the Company's Common
Stock. See notes (4), (5), and (6) to the table below. All directors and
officers as a group beneficially owned 9.2% of the Company's Common Stock.
Unless otherwise specified, shares are beneficially owned by the director
or officer or jointly with a spouse. None of such persons owned any of PG
Energy's preferred stock.
<TABLE>
<CAPTION>
Amount and Nature of Beneficial Ownership
Shares Options
Other than Exercisable Total
Option Within Beneficial
Title of Class Name of Beneficial Owner Shares 60 Days(1) Ownership
<S> <C> <C> <C> <C>
Common Dean T. Casaday 10,183 9,000 19,183
William D. Davis 4,271 --- 4,271
Paul R. Freeman 1,000 --- 1,000
Robert J. Keating 6,720(2) --- 6,720
John D. McCarthy 2,550(3) --- 2,550
John D. McCarthy, Jr. 1,600(3) --- 1,600
Kenneth L. Pollock 275,938(4)(5) ---(1) 275,938
Kenneth M. Pollock 117,487(5)(6) --- 117,487
Richard A. Rose, Jr. 7,970(7) --- 7,970
James A. Ross 3,050(8) --- 3,050
Ronald W. Simms 79,300(9) --- 79,300
Thomas F. Karam 22,691(10) ---(1) 22,691
John F. Kell, Jr. 4,266 3,500 7,766
All directors and
officers as a group
(20 persons) 427,130(11)(12) 25,300(1) 452,430
__________
</TABLE>
(1) Shares that could be purchased under the 1992 Stock Option Plan. Does
not include options to purchase shares of common stock granted on
April 15, 1996, in the amount of 25,000 to Mr. Kenneth L. Pollock and
25,000 to Mr. Thomas F. Karam which are not exercisable until
April 15, 1997.
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(2) Includes 600 shares of Common Stock owned by Mr. Keating's wife.
Includes 2,000 shares that Mr. Keating beneficially owns through
Lakeside Drive Assoc., Inc.
(3) Includes 1,000 shares held by McCarthy Realty, Inc. in which both John
D. McCarthy and John D. McCarthy, Jr. each have a beneficial interest.
These shares are reported in the total shares for each of them, but
are reported one time, on an unduplicated basis, in the total shares
owned by all directors and officers as a group.
(4) Includes 8,578 shares that Mr. Pollock owns jointly with his wife,
86,900 shares jointly with his son, Kenneth M. Pollock, 7,400 shares
jointly with his daughter, 24,144 shares jointly with his son and
daughter, and 8,542 as custodian for his grandchildren, 6,243 of which
are for the children of Kenneth M. Pollock. Includes 108,400 shares
held by several corporations in which Mr. Pollock holds a controlling
interest.
(5) Shares held jointly by Mr. Kenneth L. Pollock and Mr. Kenneth M.
Pollock, and by Mr. Kenneth L. Pollock for Mr. Kenneth M. Pollock's
children are reported in the total shares for each of them but are
reported one time, on an unduplicated basis, in the total shares owned
by all directors and officers as a group. A total of 276,138 shares
are beneficially owned by Mr. Kenneth L. Pollock and Mr. Kenneth M.
Pollock on an unduplicated basis.
(6) Includes 86,900 shares held jointly with his father, Mr. Kenneth L.
Pollock, 24,144 shares held jointly with his father and sister, and
6,243 shares held by his father as custodian for his children.
(7) Includes 1,000 shares owned by Mr. Rose's wife and 850 shares held as
custodian for his children.
(8) Includes 300 shares owned by Mr. Ross's wife. Includes 1,300 shares
owned by charitable foundations of which Mr. Ross is a trustee. Mr.
Ross shares voting and investment power and disclaims beneficial
ownership of the shares held by these foundations.
(9) Includes 28,964 shares owned by Mr. Simms's wife.
(10) Includes 15,791 shares for which Mr. Karam has sole voting and
investment power, and 2,000 shares held in the name of Lakeside Drive
Assoc., Inc., in which Mr. Karam's wife has an interest. These 2,000
shares are also reported for Mr. Keating who has an interest in
Lakeside Drive Assoc., Inc. These shares are reported one time, on an
unduplicated basis, in the total shares owned by all directors and
officers as a group.
(11) The Company has an Employees' Savings Plan in which officers and
employees participate. Included in the number of shares of Common
Stock shown above are 9,550 shares which were allocated to the
accounts under the Employees' Savings Plan of all officers as a group
at December 31, 1995 (including 1,397 shares in those shown for Mr.
Casaday, 1,564 for Mr. Kell, and 758 for Mr. Kenneth L. Pollock).
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(12) Does not include 52,081 shares of the Company's Common Stock held by
the Employees' Retirement Plan, as to which investment power is
exercised by the Investment Committee under the Plan, consisting of
Messrs. Freeman, Keating, John D. McCarthy, Ross, and Simms. The
Committee members disclaim beneficial ownership of these shares.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During 1995, Ken Pollock, Inc. and Pole Company hauled sludge residue
from PG Energy's water treatment plants to land owned by Pole Company under
a permit issued by the Pennsylvania Department of Environmental Protection.
The removal of this residue was required by the Asset Purchase Agreement
pursuant to which PG Energy sold its water operations and related assets.
Ken Pollock, Inc. and Pole Company were paid $1.01 million for these
services. PG Energy determined to use these two companies based on amounts
generally charged for these services and the fact that Pole Company had a
site available within a short distance from PG Energy's property. Early in
1996, PG Energy exchanged with Heavy Media, Inc. a parcel of property owned
by PG Energy but not contiguous with its other property for a parcel owned
by Heavy Media, Inc. that was contiguous to PG Energy's property. An
independent appraiser appraised the parcel PG Energy exchanged at $75,000
and the parcel it received at $152,000. Kenneth L. Pollock and Kenneth M.
Pollock are officers and/or hold controlling interests in Ken Pollock,
Inc., Pole Company, and Heavy Media, Inc.
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PENNSYLVANIA ENTERPRISES, INC.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this amendment to the
Registrant's 1995 Annual Report on Form 10-K to be signed on its behalf by
the undersigned thereunto duly authorized.
PENNSYLVANIA ENTERPRISES, INC.
(Registrant)
Date: April 29, 1996 By: /s/ Thomas J. Ward
Thomas J. Ward
Secretary
Date: April 29, 1996 By: /s/ John F. Kell, Jr.
John F. Kell, Jr.
Vice President, Financial Services
(Principal Financial Officer and
Principal Accounting Officer)
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