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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON
APRIL 3, 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.2)
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)
Calculation of Filing Fee
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<CAPTION>
<S> <C>
Transaction Valuation* .. Amount of Filing Fee
$78,000,000.............. $15,600
</TABLE>
* 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. 2 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 (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, 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.
ITEM 8. ADDITIONAL INFORMATION.
Item 8 is hereby supplemented and amended by adding the following
information thereto:
The conditions contained in Section 7(a)(iv), (b), (d)(iv), (d)(vi) and
(f) under "The Offer-Certain Conditions of the Offer" of the Offer to Purchase
are hereby amended to replace the word "sole" with the word "reasonable" with
respect to the exercise of the Company's judgment.
1
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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.
Pennsylvania Enterprises, Inc.
By: /s/ John F. Kell, Jr.
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Name: John F. Kell, Jr.
Title: Vice President, Financial Services
Dated: April 3, 1996
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