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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON
APRIL 17, 1996
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-4/A
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
(Amendment No. 3)
PENNSYLVANIA ENTERPRISES, INC.
(Name Of Issuer And Person Filing Statement)
COMMON STOCK, NO PAR VALUE,
STATED VALUE $10.00 PER SHARE
(Title of Class of Securities)
708720107
(CUSIP Number of Class of Securities)
THOMAS J. WARD
SECRETARY
PENNSYLVANIA ENTERPRISES, INC.
WILKES-BARRE CENTER
39 PUBLIC SQUARE
WILKES-BARRE, PENNSYLVANIA 18711
(717) 829-8843
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of the Person Filing the Statement)
COPY TO:
GARETT J. ALBERT
HUGHES HUBBARD & REED
ONE BATTERY PARK PLAZA
NEW YORK, NEW YORK 10004-1482
(212) 837-6000
MARCH 11, 1996
(Date Tender Offer First Published, Sent Or Given To Security Holders)
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Calculation of Filing Fee
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Transaction Valuation* Amount of Filing Fee
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$78,000,000 $15,600
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* Determined pursuant to Rule 0-11(b)(1). Assumes the purchase of 2,000,000
shares at $39.00 per share.
[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
Amount Previously Paid: $15,600
Form or Registration No.: Schedule 13E-4
Filing Party: Pennsylvania Enterprises, Inc.
Date Filed: March 11, 1996
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This Amendment No. 3 amends and supplements the Rule 13e-4 Issuer
Tender Offer Statement on Schedule 13E-4, dated March 11, 1996, as amended by
Amendment No. 1 thereto, dated March 25, 1996, and Amendment No. 2 thereto,
dated April 3, 1996 (as so amended, the "Schedule 13E-4"), filed by
Pennsylvania Enterprises, Inc., a Pennsylvania corporation (the "Company"), in
connection with the Company's offer to purchase up to 2,000,000 shares of its
Common Stock, no par value, stated value $10.00 per share (the "Shares")
(including the associated common stock purchase rights issued pursuant to the
Rights Agreement, dated as of April 26, 1995, between the Company and Chemical
Bank, as Rights Agent), at a price not greater than $39.00 nor less than $37.00
per Share, net to the seller in cash, upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated March 11, 1996 (the "Offer
to Purchase"), and the related Letter of Transmittal (which, together with the
Offer to Purchase, constitutes the "Offer"), copies of which were previously
filed as Exhibits (a)(1) and (a)(2) to the Schedule 13E-4, respectively, and
incorporated by reference therein. Terms defined in the Schedule 13E-4 and not
separately defined herein shall have the meanings specified in the Schedule
13E-4.
The following information amends the information previously included in
the Schedule 13E-4. This Amendment No. 3 to Schedule 13E-4 also constitutes
the final amendment to the Schedule 13E-4 pursuant to Rule 13e-4(c)(3) under
the Securities Exchange Act of 1934, as amended.
ITEM 8. ADDITIONAL INFORMATION.
Item 8 is hereby supplemented and amended by adding the following
information thereto:
The Offer expired at 5:00 p.m., New York City time, on April 8, 1996.
Pursuant to the Offer, the Company acquired 890,602 Shares at a purchase price
of $39.00 per Share. No proration was required. As stated in Section 9 of the
Offer to Purchase, the Company may, subsequent to April 22, 1996 (ten business
days after the expiration of the Offer), determine to purchase any outstanding
shares of its common stock on the open market, in privately negotiated
transactions, through one or more tender offers or otherwise, on such terms and
at such prices as the Company may determine.
A copy of the Company's press release dated April 9, 1996, announcing
the preliminary results of the Offer is attached hereto as Exhibit (a)(13).
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ITEM 9. MATERIALS TO BE FILED AS EXHIBITS.
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<S> <C>
(a)(13) Form of Press Release issued by the Company, dated April 9, 1996.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
PG Energy Inc.
By: /s/ John F. Kell, Jr.
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Name: John F. Kell, Jr.
Title: Vice President, Financial Services
Dated: April 17, 1996
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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(a)(13) Form of Press Release issued by the Company, dated April 9, 1996.
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FROM: ROBERT J. LOPATTO
RELEASE: UPON RECEIPT
PHONE: 717-829-8814
PENNSYLVANIA ENTERPRISES COMPLETES
DUTCH AUCTION SELF TENDER OFFER
WILKES-BARRE, PA, April 9, 1996 -- Pennsylvania Enterprises, Inc.
(NYSE:PNT) ("PEI") announced today that its "dutch auction" self tender offer
for shares of its common stock expired at 5:00 p.m., New York City time, on
Monday, April 8, 1996.
Based on a preliminary count at the time of expiration, PEI said that
it expects to purchase approximately 910,000 shares (approximately 207,000 of
which were delivered pursuant to the guaranteed delivery procedure) at a price
of $39.00 per share. Proration of tendered shares was not required.
PEI said that the determination of the actual number of shares to be
purchased is subject to final confirmation of proper delivery of all shares
tendered and not withdrawn. Payment for the shares accepted, and return of all
other shares tendered but not accepted, will occur as promptly as practicable.
PEI is a holding company with two groups of subsidiaries. One group,
regulated by the Pennsylvania Public Utility Commission ("PPUC"), consists of
PG Energy Inc. (formerly Pennsylvania Gas and Water Company), PEI's principal
subsidiary, which provides natural gas to approximately 142,000 customers in
ten counties in northeastern Pennsylvania. The other group of subsidiaries,
consisting of Pennsylvania Energy Resources, Inc., Keystone Pipeline Services,
Inc., Pennsylvania Energy Marketing Company and Theta Land Corporation, is not
regulated by the PPUC.
