As filed with the Securities and Exchange Commission on January 6, 1997
Registration No. 333-04813
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SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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PENNSYLVANIA ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania 23-1920170
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
Wilkes-Barre Center
39 Public Square
Wilkes-Barre, Pennsylvania 18711-0601
(717) 829-8843
(Address, including zip code, and telephone number,
including area code, of registrant's principal
executive offices)
Thomas J. Ward, Secretary
Pennsylvania Enterprises, Inc.
Wilkes-Barre Center
39 Public Square
Wilkes-Barre, Pennsylvania 18711-0601
(717) 829-8812
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copy to:
Garett J. Albert, Esq.
Hughes Hubbard & Reed LLP
One Battery Park Plaza
New York, New York 10004
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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. / /
================================================================================
<PAGE>
PENNSYLVANIA ENTERPRISES, INC.
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
600,000 Shares of Common Stock
(no par value, stated value $10.00 per share)
The Dividend Reinvestment and Stock Purchase Plan, as amended herein
(the "Plan"), of Pennsylvania Enterprises, Inc. (the "Company") provides all
shareholders of record of the Company who own at least ten (10) shares of common
stock, no par value, stated value $10.00 per share of the Company ("Common
Stock") with a convenient and economical method of reinvesting cash dividends
and making supplemental cash payments to purchase, at the option of the Company,
either newly-issued additional shares of Common Stock or shares of Common Stock
acquired by The Chase Manhattan Bank Corporation, as administrator of the Plan
and ChaseMellon Shareholder Services, L.L.C., as agent for Plan participants
(the "Agent"), in the open market. Any holder of record of at least ten (10)
shares of Common Stock is eligible to participate. Cash dividends on shares of
Common Stock owned beneficially but not of record (e.g., shares in street name)
may not be reinvested under the Plan until the beneficial owner becomes a holder
of record of at least ten (10) shares of Common Stock or makes arrangements for
participation with the broker or bank in whose name the shares are registered.
The purchase price of newly-issued shares purchased from the Company
under the Plan will be an amount equal to the average of the daily high and low
prices for the Common Stock for the five trading days immediately preceding the
applicable dividend payment date or, in the case of a supplemental cash payment,
the applicable investment date, as the case may be, as reported on the New York
Stock Exchange. The purchase price of shares acquired in the open market which
are purchased under the Plan will be an amount equal to the weighted average
price at which the Agent acquires the shares in the open market.
If a shareholder does not wish to participate in the Plan, such
shareholder will receive dividends, as declared, by check as usual. The Company
administers the Plan at its own expense. Any brokerage fees or commissions in
connection with the purchase of Common Stock under the Plan will be paid by the
Company.
The Company will receive all of the net proceeds from the sale of any
newly-issued shares of Common Stock. The Company will not receive any net
proceeds from the sale of shares of Common Stock which are acquired pursuant to
the Plan in the open market.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
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 January 6, 1997
<PAGE>
No person has been authorized to give any information or make any
representations other than those contained in this Prospectus in connection with
the offer made hereby, and, if given or made, such information or
representations must not be relied upon as having been authorized by the
Company. This Prospectus does not constitute an offer or solicitation by anyone
in any jurisdiction in which said offer or solicitation is not qualified or in
which the person making such offer or solicitation is not qualified to do so or
to anyone to whom it is unlawful to make such offer or solicitation. 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 or its subsidiaries since the date hereof.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "Exchange Act") and, in accordance
therewith, files reports and other information with the Securities and Exchange
Commission (the "Commission"). Such reports and other information may be
inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C.
20549-1004, and at the following Regional Offices of the Commission: Chicago
Regional Office, Northwestern Atrium Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60621-2511, and New York Regional Office, 7 World Trade
Center, New York, New York 10048-1100. Copies of such materials may also be
obtained by mail from the Public Reference Section of the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549-1004 at prescribed rates. Such
reports and other information may also be inspected at the offices of the New
York Stock Exchange at 20 Broad Street, New York, New York 10005.
The Company has filed with the Commission a Registration Statement on
Form S-3 (herein, together with all amendments and exhibits thereto, the
"Registration Statement") under the Securities Act of 1933. This Prospectus does
not contain all of the information contained in the Registration Statement.
Reference is hereby made to the Registration Statement for further information.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company hereby incorporates by reference in this Prospectus the
Company's Annual Report on Form 10-K for the year ended December 31, 1995 and
the Company's Quarterly Report on Form 10-Q for the quarter ended March 31,
1996, for the quarter ended June 30, 1996 and for the quarter ended September
30, 1996, which have been filed with the Commission pursuant to the Exchange Act
(File No. 0-7812).
All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering of the Common Stock offered hereby shall be deemed
to be incorporated by reference in this Prospectus and to be a part hereof from
the respective dates of filing of such documents. Any statement contained in a
<PAGE>
document incorporated or deemed to be incorporated by reference herein, or
contained in this Prospectus, 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 or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
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,
including any beneficial owner, to whom a copy of this Prospectus is delivered,
on the oral or written request of any such person, a copy of the foregoing
documents incorporated herein by reference, other than exhibits to such
documents (unless such exhibits are specifically incorporated by reference in
such documents). Written or telephone requests for such copies should be
directed to the Company's Investor Relations Department at the Company's
principal executive office. The mailing address of such office is Pennsylvania
Enterprises, Inc., Wilkes-Barre Center, 39 Public Square, Wilkes-Barre,
Pennsylvania 18711-0601, telephone no. (717) 829-8843.
THE COMPANY
The Company is a holding company formed in 1974 whose principal
subsidiary, PG Energy Inc. ("PGE"), is engaged in gas utility operations in
northeastern Pennsylvania.
PGE, incorporated in 1867 as Dunmore Gas & Water Company, is an
operating public utility whose gas business is regulated by the Pennsylvania
Public Utility Commission ("PPUC"). The Company's other subsidiaries are not so
regulated. As of September 30, 1996, PGE had approximately 142,000 gas
customers.
USE OF PROCEEDS
The Company has no basis for estimating either the number of shares of
Common Stock that will ultimately be purchased under the Plan or the aggregate
amount that the Company will receive for any newly-issued shares of Common Stock
purchased under the Plan. The Company will not receive any net proceeds from the
sale of shares of Common Stock which are acquired pursuant to the Plan in the
open market. The net proceeds from the sale of any newly-issued shares of Common
Stock will either be used for the general corporate purposes of the Company or
made available to PGE or to one or more of the Company's other subsidiaries for
repayment of debt, for payment of capital expenditures and/or for other
corporate purposes. To the extent that PGE uses proceeds from this offering to
repay debt, such proceeds would be used to repay bank borrowings which generally
bear interest at less than prime.
<PAGE>
THE PLAN
The following questions and answers constitute the Plan.
General
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The Company has amended its existing Dividend Reinvestment and Stock
Purchase Plan to enable its shareholders of record who own at least ten (10)
shares of Common Stock to reinvest cash dividends and to make supplemental cash
payments for the purchase, at the option of the Company, of either newly-issued
shares of Common Stock or shares of Common Stock acquired in the open market, in
each case without the payment of any brokerage commission, transfer tax, service
charge or other regular expense.
To the extent that the reinvestment of dividends and supplemental cash
payments provide funds to the Company in exchange for the issuance of new shares
of Common Stock, the Company will receive additional funds that will be added to
the general corporate funds of the Company and will be made available to PGE or
to one or more of the Company's other subsidiaries for repayment of debt, for
payment of capital expenditures and/or for other corporate purposes.
Advantages
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1. What are the advantages of the Plan for the shareholder?
(a) A participant may have cash dividends on all or part of his or
her shares of stock automatically reinvested in shares of Common Stock without
the payment of any brokerage commission, transfer tax, service charge or other
regular expense.
(b) A participant may also purchase shares with supplemental cash
payments of a minimum of $10 up to a maximum of $10,000 per calendar quarter
without the payment of any brokerage commission, transfer tax, service charge or
other regular expense.
(c) Full investment of funds is possible because fractions of
shares, as well as full shares, will be credited to a participant's account.
(d) Dividends with respect to such fractions, as well as full
shares, will be credited to a participant's account.
(e) A participant can also avoid the need for safekeeping of
certificates for shares credited to his or her account under the Plan.
(f) A participant will be able to purchase shares with reinvested
dividends and supplemental cash payments without brokerage commission, service
charge or other regular expense.
<PAGE>
(g) Statements of account will be mailed by ChaseMellon Shareholder
Services L.L.C. (the "Agent") to each participant and will provide each
participant with a record of each transaction.
Administration
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2. Who administers the Plan for participants?
The Agent will administer the Plan as agent for the participants,
maintain records, send statements of account to each participant and perform
other duties relating to the Plan including, without limitation, making any open
market purchases of Common Stock required pursuant to the Plan. The Agent will
hold for safekeeping the certificates for shares purchased for each participant
under the Plan until termination of his or her participation in the Plan or
until a written request is received from the participant for withdrawal of his
or her shares. At such time, the participant will be issued a stock certificate
or certificates. However, the issuance of stock certificates normally will be
limited to one issuance per year per participant. Should ChaseMellon Shareholder
Services L.L.C. cease to act as agent under the Plan, another agent will be
designated by the Company.
Participation
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3. Who is eligible to participate in the Plan?
All shareholders of record who own at least ten (10) shares of Common
Stock are eligible to participate. A beneficial owner of Common Stock whose
shares are registered in a name other than his or her own can become eligible:
(a) by having the number of shares for which dividends are to be
reinvested (but in no event less than ten (10) shares of Common Stock)
transferred into his or her own name; or
(b) by making arrangements for participation with the broker or bank
in whose name the shares are registered.
A participant in the Plan must maintain ownership of at least ten (10)
shares of Common Stock. If on the record date for any quarterly dividend payment
a participant fails to meet the ten (10) share minimum participation
requirement, such participant will be removed from the Plan on the next dividend
payment date as follows. First, such participant's dividends will not be
reinvested on the next dividend payment date but instead will be paid to the
participant in cash. Then, immediately following such dividend payment date, the
participant will receive a certificate for any whole shares of Common Stock held
in such participant's account and a check for any fractional shares held in the
account. Following these issuances, such participant's account will be closed.
Those shareholders who do not wish to participate in the Plan will
receive dividends, as declared, by check as usual on shares registered in their
name.
<PAGE>
4. How does a shareholder participate in the Plan?
A shareholder of record who owns at least ten (10) shares of Common
Stock may join the Plan at any time by completing the Authorization Form and
returning it to the Agent, addressed as follows: ChaseMellon Shareholder
Services L.L.C., Dividend Reinvestment Department, P.O. Box 750, Pittsburgh,
Pennsylvania 15230. A new Authorization Form can be obtained at any time from
the Agent. Where the shares of Common Stock are registered in more than one name
(i.e., joint tenants, trustees, etc.), all registered holders must sign the
Authorization Form.
If the Authorization Form is received by the Agent prior to the record
date for a particular dividend, that dividend will be used to purchase
additional shares of Common Stock for the shareholder either on or as soon as
practicable after (see question 10) the dividend payment date following that
record date (the record date usually precedes the payment date by 14 days).
Should the Authorization Form be received on or after the record date, it will
be necessary to delay the shareholder's participation until the following
dividend payment date. For example, if a dividend is payable on September 15 to
holders of record on September 1, in order to invest the quarterly Common Stock
dividend payable on September 15, a shareholder's Authorization Form must be
received by the Agent prior to September 1. If the Authorization Form is
received on or after September 1, the Common Stock dividend payable on September
15 will be paid in the regular manner, and the shareholder's participation will
begin with the next dividend payment date.
The Agent will promptly invest dividends received, except where
temporary curtailment or suspension of purchase is necessary to comply with the
applicable provisions of the federal securities laws.
5. What does the Authorization Form provide?
The Authorization Form provides for the purchase of additional shares
of Common Stock through the following options:
A. "FULL DIVIDEND REINVESTMENT," which directs the Company to pay to
the Agent for reinvestment in accordance with the Plan all of the
participant's cash dividends on all of the shares of Common Stock then
or subsequently registered in his or her name; or
B. "PARTIAL DIVIDEND REINVESTMENT," which directs the Company to pay
to the Agent for reinvestment in accordance with the Plan cash
dividends on the number of shares specified by the participant on the
Authorization Form and to continue to pay to the participant cash
dividends on the remaining shares.
A participant may change investment options or increase or decrease the
number of shares with respect to which dividends are being reinvested at any
time by signing a new Authorization Form and returning it to the Agent as
provided under Question 4.
<PAGE>
The Authorization Form also appoints the Agent as agent for the
participants and directs the Agent to apply such cash dividends and any
supplemental cash payments a participant may make to the purchase of additional
shares in accordance with the terms of the Plan.
6. How does a shareholder make supplemental cash payments?
After a shareholder has submitted a signed Authorization Form to the
Agent for the first time and after the first reinvestment of the new
participant's dividends has been confirmed by the Agent, the new participant is
eligible to make supplemental cash payments at any time. Shareholders already
participating in the Plan may make supplemental cash payments starting at any
time. Supplemental cash payments may not exceed $10,000 in any calendar quarter,
and no single payment may be less than $10. Checks should be made payable to
"ChaseMellon Shareholder Services L.L.C., Agent," and should be sent to the
Agent with the detachable correspondence stub received with the participant's
statement of account. A return envelope will be included for the participant's
convenience.
Supplemental cash payments will normally be invested on or about the
15th day of each calendar month, if a trading day for the New York Stock
Exchange, or if not, the first trading day after the 15th. All supplemental cash
payments must be received by the Agent at least five business days prior to the
applicable investment date. Funds received after this deadline will be held by
the Agent until the next investment date.
No interest will be paid on supplemental cash payments. Any
supplemental cash payment will be refunded if a written request for such refund
is received by the Agent at least two business days prior to its investment.
In making purchases for the participant's account, the Agent may
commingle the participant's funds with those of other shareholders of the
Company participating in the Plan. The Agent shall have no liability in
connection with the timing of any purchase.
Under the Plan, dividends payable on shares of Common Stock purchased
with supplemental cash payments will automatically be reinvested in additional
shares of Common Stock, unless the participant has elected partial dividend
reinvestment.
If it appears to the Company that any participant is using or
contemplating the use of supplemental cash payments in a manner or with an
effect that, in the sole judgment and discretion of the Company, is not in the
best interests of the Company or its other shareholders, then the Company may
decline to issue all or any portion of the shares of Common Stock for which any
supplemental cash payment by or on behalf of such participant is tendered. Such
supplemental cash payment (or the portion thereof not to be invested in shares
of Common Stock) will be returned by the Company as promptly as practicable
without interest.
7. Can an employee participate in the Plan with payroll deductions?
Any employee of the Company or one of its subsidiaries who is a
shareholder of record who owns at least ten (10) shares of Common Stock may
<PAGE>
authorize the Company to make payroll deductions for the purchase of shares of
Common Stock under the Plan by completing the Authorization Form and returning
it to the Agent, and completing a payroll deduction authorization form and
returning it to the Company. Such deductions may be made in addition to
reinvestment of dividends and supplemental cash payments. The combined total of
payroll deductions and supplemental cash payments may not exceed $10,000 in any
calendar quarter. A payroll deduction authorization form may be obtained at any
time by request to the Company. Payroll deductions may be changed or terminated
at any time by completing a new payroll deduction authorization form. The
commencement, change or termination will become effective as soon as practicable
after an employee's request is received by the Company.
Purchases
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8. How is the price determined for shares purchased with reinvested
dividends?
The price of newly-issued shares of Common Stock purchased from the
Company with reinvested dividends will be the average of the daily high and low
prices for the Common Stock for the five trading days immediately preceding the
applicable dividend payment date, as reported on the New York Stock Exchange.
The purchase price of shares acquired in the open market which are purchased
under the Plan with reinvested dividends will be an amount equal to the weighted
average price at which the Agent acquires the shares in the open market.
Each participant's account will be credited with that number of shares
(including a fractional share computed to four decimal places) equal to the
total amount invested, divided by the applicable purchase price per share.
9. How is the price determined for shares purchased with supplemental
cash payments?
The price of newly-issued shares of Common Stock purchased from the
Company with supplemental cash payments will be the average of the daily high
and low prices for the Common Stock for the five trading days immediately
preceding the applicable investment date, as reported on the New York Stock
Exchange. The purchase price of shares acquired in the open market which are
purchased under the Plan with supplemental cash payments will be an amount equal
to the weighted average price at which the Agent acquires the shares in the open
market. The Agent will purchase full and fractional shares to the full amount of
a participant's supplemental cash payment. If a supplemental cash payment is not
large enough to buy a full share, the participant's account will be credited
with a fractional share (computed to four decimal places).
10. How and when will shares for the Plan be purchased?
The Company has the option of issuing shares of new Common Stock for
the Plan, directing the Agent to purchase the shares in the open market, or a
combination of both.
<PAGE>
Shares purchased from the Company with reinvested dividends will be
issued on the dividend payment date (ordinarily the 15th of March, June,
September and December). If the dividend payment date is not a trading day on
the New York Stock Exchange, then the shares will be issued on the next trading
day. Likewise, shares purchased from the Company with supplemental cash payments
will be issued on the investment date, which is normally the 15th day of each
calendar month (see question 6).
If shares are to be purchased in the open market, the Agent will
normally begin purchasing shares on the dividend payment date in the case of
reinvested dividends or on the investment date in the case of supplemental cash
payments. The Agent will endeavor to complete the purchases as soon as
practicable after the dividend payment date or the investment date. However,
subject to any limitations imposed by the Federal Securities laws, the timing of
open market purchases under the Plan will be in the sole discretion of the
Agent.
Subject to certain limitations, the Agent will have full discretion on
all matters relating to the open market purchase of shares for the Plan,
including determining the number of shares, if any, to be purchased on any day
or at any time during that day, the purchase price for such shares, the market
on which such purchases are made (whether on a stock exchange, in negotiated
transactions or otherwise), the persons (including other brokers and dealers)
from or through whom such purchases are made and such other terms of purchase.
However, the Agent will not make any open market purchase of shares for the Plan
from the Company or any of its affiliates.
11. How many total shares can be purchased through the Plan?
The Company has registered a total of 600,000 shares of Common Stock
for use in connection with the Plan of which, at December 31, 1996, 441,396
shares had been purchased by participants. The Company anticipates that it will
from time to time, as required, register the sale of additional shares.
Costs
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12. Are there any expenses to participants in connection with purchases
under the Plan?
No. There are no brokerage commissions, service charges or other
regular expenses to be paid by a participant. All costs of administration of the
Plan, including the fees of the Agent and any brokerage fees or commissions in
connection with the purchase of Common Stock, will be paid by the Company.
However, upon termination of his or her participation under the Plan, if the
participant requests the Agent to sell or transfer shares, the participant must
pay any related brokerage commission and/or applicable service charges.
<PAGE>
Reports to Participants
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13. How will participants be advised of their purchases of stock?
As soon as practicable after each purchase for the account of a
participant, a statement of account will be mailed to each participant by the
Agent. The statement of account details dividends reinvested, supplemental cash
payments received, the number of shares purchased with reinvested dividends, the
number of shares purchased with supplemental cash payments, the average price
per share of shares purchased with reinvested dividends, the average price per
share of shares purchased with supplemental cash payments and the total number
of shares accumulated under the Plan.
These statements of account are a participant's continuing record of
the cost of the participant's purchases and should be retained for tax purposes.
In addition, each participant will receive a Prospectus for the Plan and the
communications sent to every other shareholder including the Company's annual
report to shareholders, notice of annual meeting and proxy statement, and income
tax information.
Dividends and Other Distributions to Shareholders
- -------------------------------------------------
14. Will participants be credited with cash dividends on shares held in
their account under the Plan?
Yes. The Company pays dividends, as declared, to the holders of record
of all its outstanding shares of Common Stock. Participants will be credited
with dividends on the basis of full and fractional shares (computed to four
decimal places) held in their accounts, and dividends will be reinvested in
additional shares of Common Stock, unless the participant elects partial
reinvestment of dividends.
Cash dividends, if declared, are paid quarterly on March 15, June 15,
September 15 and December 15. The record date for each such dividend is normally
fourteen days prior to the dividend payment date.
15. Will participants be credited with stock dividends, stock splits or
other rights distributed by the Company?
Yes. Any stock dividends or stock splits distributed by the Company on
shares held by the Agent for the participant will be credited to the
participant's account. In the event the Company makes available to its
shareholders rights to purchase additional shares, debentures or other
securities, and such rights are transferable, the Agent will sell such rights
accruing to shares held by the Agent for the participants and invest the
proceeds therefrom in Common Stock prior to or with the next regular cash
dividend. Any participant who wishes to exercise stock purchase rights must
request, prior to the record date of the offering, that a stock certificate be
sent to him or her by the Agent.
<PAGE>
Certificates For Shares
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16. Will stock certificates be issued for shares of Common Stock
purchased under the Plan?
Normally, certificates for shares of Common Stock purchased under the
Plan will not be issued to participants. This protects the participant against
loss, theft or destruction of stock certificates, and reduces the Company's
administrative costs. The number of shares credited to an account under the Plan
will be shown on the participant's statement of account.
However, a participant may obtain a certificate for any number of full
shares credited to the participant's account under the Plan by sending the Agent
a written request. The issuance of a stock certificate normally will be limited
to one issuance per year per participant. If a certificate is to be issued for
less than all of the full shares, the request must state the specific number of
full shares for which the certificate is to be issued. A certificate for a
fractional share will not be issued under any circumstances. A participant must
make a separate request each time a certificate is to be issued. This request
should be mailed to the Agent. Certificates generally will be issued within ten
business days after the Agent receives the participant's written request
therefor.
Shares credited to the account of a participant under the Plan for
which certificates have not been issued may not be pledged or assigned. Any such
purported pledge or assignment will be void. Any participant who wishes to
pledge or assign such shares must request that certificates for such shares be
issued in the participant's name.
17. In whose name will certificates be registered when issued?
Accounts will be maintained in the participant's name as shown on the
Company's shareholder records at the time the participant provided the
Authorization Form. Certificates for full shares will be similarly registered
when issued. Certificates also can be registered and issued in names other than
that of the participant subject to compliance with any applicable laws. For
certificates to be issued in names other than the participant, the participant
must complete an "Assignment Separate from Certificate" form, also known as a
Stock Power. This Stock Power must be returned to the Agent bearing the
signature of the participant, dated and guaranteed by a recognized member of a
Medallion Stamp Program. The forms referred to in this paragraph may be obtained
at any time by written request to the Agent.
Termination
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18. How does a participant terminate participation in the Plan?
To terminate participation, the participant must notify the Agent in
writing. When a participant terminates participation, or upon termination of the
Plan by the Company, certificates for whole shares credited to the account of
the participant will be issued and mailed directly to the participant with a
check in payment for any fractional share credited to the participant's account
at the then current market price. In the case of an employee who has authorized
<PAGE>
payroll deductions, the employee must also cancel deductions by notifying the
Company's Human Resources Department. If a participant prefers and so notifies
the Agent, the Agent will sell the participant's full shares and send the
participant the proceeds of the sale plus the cash equivalent of any fractional
share, less any service charge, transfer tax and brokerage fee.
The Company will not repurchase any full shares from the participant.
19. When may a participant terminate participation in the Plan?
A participant may terminate participation at any time. If the request
to terminate participation is received prior to the record date for any dividend
payment date, the total amount of the dividends to which a participant is
entitled will be paid by check in the regular manner on the dividend payment
date. All subsequent dividends will also be paid by check unless the shareholder
elects to re-enroll in the Plan, which the shareholder may do at any time.
Generally, an eligible shareholder (i.e. a shareholder of record who
owns at least ten (10) shares of Common Stock) may again become a participant at
any time. However, the Company and the Agent reserve the right to reject any
Authorization Form from a previous participant on grounds of excessive joining
and terminating. A participant will be charged a termination fee if termination
is effected within one year of the participant's entry into the Plan or for any
termination of a subsequent participation in the Plan.
20. What happens when a participant sells or transfers all of the
shares registered in the participant's name?
If a participant disposes of all shares of stock registered in the
participant's name, the Agent will terminate the participant's account and will
pay to the participant the cash equivalent (as determined in accordance with
Question 18) of any fractional share remaining in the account.
21. What happens when a participant sells or transfers a portion of his
or her shares?
If a participant who is reinvesting the cash dividends on all of the
shares of Common Stock registered in the participant's name disposes of a
portion of his or her shares but, following such disposition, remains the owner
of at least ten (10) shares of Common Stock, the Agent will continue to reinvest
the dividends on the remainder of the shares.
If a participant who is reinvesting the cash dividends on less than all
of the shares of Common Stock registered in the participant's name disposes of a
portion of such shares but, following such disposition, remains the owner of at
least ten (10) shares of Common Stock, the Agent will continue to reinvest the
dividends on the remainder of the shares up to the number of shares originally
authorized. For example, if the participant authorizes the Agent to reinvest the
cash dividends on 50 shares of Common Stock, of a total of 100 shares of Common
Stock registered in the participant's name, and then the participant disposes of
25 shares, the Agent will continue to reinvest the cash dividends on 50 of the
<PAGE>
remaining 75 shares. If, instead, the participant disposes of 75 shares of
Common Stock, the Agent will continue to reinvest the cash dividends on all of
the remaining 25 shares. If the participant then acquires additional shares of
Common Stock so that his or her holdings of record again total more than 50
shares of Common Stock, the Agent will be guided by the participant's original
instructions and reinvest the dividends from 50 shares, and the participant will
receive a check for dividends on the shares held of record in excess of 50.
If a participant who is reinvesting the cash dividends on all or any
part of the shares of Common Stock registered in the participant's name disposes
of a portion of his or her shares and following such disposition does not own at
least ten (10) shares of Common Stock, such participant will be removed from the
Plan on the next dividend payment date unless such participant increases his or
her holdings to at least ten (10) shares of Common Stock on or prior to the
record date for the next quarterly dividend payment.
22. Will a participant be able to vote the shares held in his or her
account under the Plan?
Yes, all of the participant's full and fractional shares -- those
registered in the name and those credited to the account of the participant
under the Plan -- will be included on one proxy mailed to the participant in the
regular manner.
23. What are the federal income tax consequences of participating in
the Plan?
THE FOLLOWING IS A SUMMARY OF THE FEDERAL INCOME TAX CONSEQUENCES TO
NON-FOREIGN SHAREHOLDERS PARTICIPATING IN THE PLAN. SINCE THIS IS ONLY A SUMMARY
AND SINCE STATE AND LOCAL TAX LAWS MAY VARY, A SHAREHOLDER SHOULD CONSULT HIS OR
HER TAX ADVISOR TO DETERMINE THE TAX CONSEQUENCES OF PARTICIPATING IN THE PLAN.
In general, participants who reinvest cash dividends under the Plan
will have the same federal income tax consequences with respect to their
dividends as do shareholders who are not participants in the Plan. On each
dividend payment date, participants will be treated as having received a
distribution equal to the cash dividend reinvested. Generally, such distribution
will be taxable to participants as ordinary dividend income to the extent of
such participant's share of the Company's current or accumulated earnings and
profits for federal income tax purposes. The amount, if any, of such
distribution in excess of such earnings and profits will reduce a participant's
tax basis in the shares of Common Stock with respect to which such distribution
was received, and, to the extent in excess of such basis, will result in capital
gain. Certain corporate participants may be entitled to a dividends received
deduction with respect to amounts treated as ordinary dividend income. Corporate
participants should consult their own tax advisors regarding their eligibility
for and the extent of such deduction.
A participant reinvesting cash dividends, making a supplemental cash
payment under the Plan or investing under the Plan through payroll deductions
<PAGE>
will also be treated as having received a distribution (taxable in the manner
described above, for participants reinvesting dividends and making supplemental
cash payments, and as additional compensation income, for participants investing
through payroll deductions) equal to the participant's pro rata share of
brokerage fees or commissions, if any, paid by the Company upon the purchase of
shares under the Plan. Participants, however, should not be treated as receiving
an additional distribution based upon their pro rata shares of the Plan
administration costs paid by the Company. There can be no assurance, however,
that the Internal Revenue Service ("IRS") will agree with this position. The
Company has no present plans to seek a ruling from the IRS on this issue.
Shares or any fraction thereof of Common Stock purchased with
reinvested cash dividends will have a tax basis equal to the amount of such
reinvested dividends, increased by any related brokerage fees or commissions
treated as a dividend to the participant. Shares or any fraction thereof
purchased with supplemental cash payments or through payroll deductions will
have a tax basis equal to the amount of such payments, increased by the amount
of related brokerage fees or commissions, if any, treated as a distribution or
additional compensation to the participant. Such shares or any fraction thereof
purchased under the Plan will have a holding period beginning on the day
following the purchase date.
Participants will not recognize any taxable income when they receive
certificates for whole shares credited to their accounts, either upon their
request for such certificates or upon withdrawal from or termination of the
Plan. Participants, however, may recognize gain or loss when whole shares
acquired under the Plan are sold or exchanged either through the Plan at their
request or by participants themselves after receipt of certificates for shares
from the Plan. In addition, participants may recognize gain or loss when they
receive cash payments for fractional shares credited to their account upon
withdrawal from or termination of the Plan. The amount of such gain or loss will
be the difference, if any, between the amount which the participant receives for
his or her shares or fractional share, and his or her tax basis therefor (with
special rules applying to determine the basis allocable to shares that are not
specifically identified when the participant sells less than all of his or her
shares). Such gain or loss will generally be capital gain or loss, and will be
long-term capital gain or loss if the holding period for such shares or
fractional share exceeds one year.
Dividends which are reinvested pursuant to the Plan may be subject to
the "backup withholding" tax generally applicable to dividends unless the
participant provides the Company with the participant's taxpayer identification
number or is otherwise exempt from "backup withholding."
24. May the Plan be changed or discontinued?
While the Company expects to continue the Plan indefinitely, the
Company reserves the right to suspend or terminate the Plan or any part thereof
at any time. The Company also reserves the right to make modifications to the
Plan. Any such suspension, termination or modification will be announced to both
participating and non-participating shareholders. Any such suspension,
termination or modification will be prospective only.
<PAGE>
All questions as to the validity, form, eligibility and acceptance of
all payments to or under the Plan will be determined solely by the Company,
which determinations will be final and binding. No alternative, conditional or
contingent payments will be accepted. The Company reserves the absolute right to
reject any or all payments for any reason. The Company also reserves the right
to waive any irregularities or conditions, and the Company's interpretations of
the terms and conditions of the Plan shall be final and binding.
25. What are the responsibilities of the Company and the Agent under
the Plan?
In administering the Plan, neither the Company nor the Agent nor any
agent of either of them will be liable for any good faith act or omission to
act, including, without limitation, any claim of liability (1) arising out of
failure to terminate a participant's account upon a participant's death prior to
receipt of notice in writing of such death and (2) with respect to the prices at
which shares are purchased for the participant's account and the times such
purchases are made.
THE COMPANY AND THE AGENT DO NOT ASSURE A PROFIT OR PROTECT AGAINST A
LOSS ON THE SHARES PURCHASED BY THE PARTICIPANT UNDER THE PLAN.
<PAGE>
DESCRIPTION OF CAPITAL STOCK
The following statements are brief summaries of certain provisions
relating to the Company's capital stock and are qualified in their entirety by
reference to the provisions of the Company's Restated Articles of Incorporation,
as amended (the "PEI Articles"), and the Company's By-Laws, as amended, each of
which have been filed with the Commission.
The Company's authorized capital stock consists of 15,000,000 shares of
Common Stock. As of December 31, 1996, there were 4,803,986 shares of Common
Stock outstanding.
Voting Rights
- -------------
Holders of Common Stock have the right to cast one vote for each share
held of record on all matters submitted to a vote of holders of Common Stock.
Holders of Common Stock are not entitled to cumulative voting rights in the
election of directors.
Dividend Rights
- ---------------
Holders of shares of Common Stock are entitled to dividends when, as
and if declared by the Board of Directors from funds legally available therefor.
Liquidation
- -----------
In the event of the liquidation, dissolution or winding up of the
affairs of the Company, all surplus of the Company remaining after the discharge
by the Company of all liabilities shall be distributed, pro rata, among the
holders of Common Stock.
Other Provisions
- ----------------
Holders of Common Stock are not entitled to conversion or pre-emptive
rights and there are no redemption or sinking fund provisions applicable to the
Common Stock.
Nonassessability
- ----------------
All of the outstanding shares of Common Stock are fully paid and
nonassessable and all shares of Common Stock to be offered by the Company
hereby, when issued, will be fully paid and nonassessable.
Certain Business Combinations
- -----------------------------
The PEI Articles contain a "fair price" provision, which requires, in
addition to any affirmative vote required by law or the PEI Articles, the
affirmative vote of a majority of the then outstanding shares of Voting Stock
(as defined below) held by shareholders other than Related Persons (as defined
below) for certain transactions (each a "Business Combination") involving the
Company or a subsidiary and a Related Person, unless certain minimum price and
form of consideration requirements are met or the approval of a majority of
<PAGE>
Continuing Directors (as defined below) has been given. A "Related Person" is
defined to include any person, who, together with its affiliates, is the
beneficial owner of 10% or more of the then outstanding Voting Stock of the
Company. A "Business Combination" includes certain mergers, sales of assets,
issuances of securities, liquidations or dissolutions, or reclassifications or
recapitalizations. A "Continuing Director" is a director who was a director
before the Related Person involved in the Business Combination became a Related
Person or was designated (before such director's initial election as director)
as a Continuing Director by a majority of the Continuing Directors then on the
Board. "Voting Stock" means all outstanding shares of capital stock of the
Company entitled to vote generally in the election of directors.
This "fair price" provision may in certain circumstances make more
difficult or discourage a takeover of the Company and, thus, the removal of
incumbent management.
Shareholder Rights Plan
- -----------------------
The Company has adopted a Shareholder Rights Plan under the terms of
which each shareholder of record will receive a dividend distribution of one
right ("Right" or "Rights") for each share of Common Stock held. Each Right will
entitle shareholders to purchase from the Company one-half of a share of Common
Stock. No less than two Rights, and only integral multiples of two Rights, may
be exercised by holders of Rights at an exercise price of $100 per share of
Common Stock (equivalent to $50 for each one-half share of Common Stock),
subject to certain adjustments. The Rights will become exercisable only if a
person or group acquires 15% or more of the Company's Common Stock, or commences
a tender or exchange offer which, if consummated, would result in that person or
group owning at least 15% of the Common Stock. Prior to that time, the Rights
will not trade separately from the Common Stock.
If a person or group acquires 15% or more of the Company's Common
Stock, all other holders of Rights will then be entitled to purchase, by payment
of the $100 exercise price upon the exercise of two Rights, the Company's Common
Stock (or a Common Stock equivalent) with a value of twice the exercise price.
In addition, at any time after a 15% position is acquired and prior to the
acquisition by any person or group of 50% or more of the outstanding Common
Stock, the Company's Board of Directors may, at its option, require each
outstanding Right (other than Rights held by the acquiring person or group) to
be exchanged for one share of common stock (or one Common Stock equivalent).
If, following an acquisition of 15% or more of the Company's Common
Stock, the Company is acquired by any person in a merger or other business
combination transaction or sells more than 50% of its assets or earning power to
any person, all other holders of Rights will then be entitled to purchase, by
payment of the $100 exercise price upon the exercise of two Rights, common stock
of the acquiring company with a value of twice the exercise price.
The Company may redeem the Rights at $.005 per Right at any time prior
to the time that a person or group has acquired 15% or more of its Common Stock.
The Rights, which expire on May 16, 2005, do not have voting or dividend rights
and, until they become exercisable, have no dilutive effect on the earnings per
share of the Company.
<PAGE>
Certain Pennsylvania Law Provisions
- -----------------------------------
Pennsylvania Business Corporation Law. The Pennsylvania Business
Corporation Law of 1988, as amended (the "PBCL"), generally prohibits a
corporation that has a class of voting stock registered under the Exchange Act
(such as the Company) from entering into certain broadly-defined business
combinations with an "interested shareholder" (defined, in general, as any
person or entity that is the beneficial owner of at least 20% of a corporation's
voting stock or is an affiliate or an associate of such corporation and at any
time within the five-year period immediately prior to the date in question was
the beneficial owner of at least 20% of the corporation's voting stock) during
the five-year period following the interested shareholder's share acquisition
date unless (i) the business combination or share acquisition is approved by the
board of directors of the corporation prior to the date of the acquisition of
the shares which made such shareholder an interested shareholder, (ii) the
business combination is approved by the affirmative vote of all of the holders
of the outstanding common stock of the corporation or (iii) at a meeting called
for such purpose no earlier than three months after the interested shareholder
becomes the beneficial owner of at least 80% of the corporation's voting shares,
the business combination is approved by the affirmative vote of the holders of
shares entitling such holders to cast a majority of the votes that all
shareholders would be entitled to cast in an election of directors of the
corporation, not including any voting shares owned by the interested shareholder
or any affiliate or associate of such interested shareholder, and the interested
shareholder has complied with certain statutory minimum fair price conditions in
the business combination.
The PBCL also allows such business combinations to be effected after
the five-year period when (i) the interested shareholder complies with the
statutory fair price provisions in the business combination and the business
combination is approved at a shareholders' meeting called for such purpose (at
which meeting the interested shareholder's shares may be counted) or (ii) the
holders of a majority of the votes entitled to be cast in an election of
directors, excluding the shares beneficially held by the interested shareholder
(and any associate or affiliates), approve the business combination.
The PBCL provides generally that the acquisition of 20% or more of the
voting power of a registered Pennsylvania corporation by any person (a
"controlling person") or group (a "controlling group") entitles every other
holder of voting stock of such corporation to elect to receive from the 20%
holder, in cash, an amount equal to the "fair value" of such shares, taking into
account all relevant factors, including a proportionate amount of any control
premium. The minimum value a shareholder can receive is the highest price paid
per share by a controlling person or controlling group at any time during the
90-day period ending on and including the date of the control transaction, i.e.
the acquisition of 20% or more.
Pennsylvania Public Utility Code. Corporations and persons owning or
holding directly or indirectly 5% or more of the Common Stock are "affiliated
interests" of PGE under the Pennsylvania Public Utility Code. PPUC approval is
required for contracts or arrangements providing for the furnishing of
management, supervisory, construction, engineering, accounting, legal, financial
or similar services and contracts or arrangements for the purchase, sale, lease,
<PAGE>
or exchange of any property, right or thing or for the furnishing of any
service, property, right or thing other than those above enumerated, made or
entered into between PGE and any affiliated interest.
Public Utility Holding Company Act
- ----------------------------------
The Public Utility Holding Company Act of 1935 ("PUHCA") regulates
certain acquisitions of direct or indirect interests in public utility
companies, such as acquisitions of the Company's Common Stock. The Company is a
"holding company" within the meaning of the PUHCA, but is exempt, pursuant to
Section 3(a) thereof, from all provisions of the PUHCA (except Section 9(a)(2)
thereof). Under Section 9(a)(2), any person who owns 5% or more of the voting
securities of another public utility company would be prohibited from acquiring
5% or more of the Company's Common Stock without prior approval of the
Commission. Any other person not qualifying for an exemption would be required
to register as a holding company under the PUHCA upon acquiring or holding 10%
or more of the Company's Common Stock. Upon such registration, the 10%
shareholder and the Company would become subject to the PUHCA generally and be
required, among other things, to obtain Commission authorization for its
corporate organization in accordance with the PUHCA and, subject to certain
exceptions, for its financings, acquisitions and affiliate transactions.
Transfer Agent and Registrar
- ----------------------------
ChaseMellon Shareholder Services, L.L.C. is the transfer agent and
registrar for the Common Stock.
LEGAL MATTERS
The validity of the newly-issued shares of Common Stock offered hereby
has been passed upon for the Company by LeBoeuf, Lamb, Greene & MacRae (now
LeBoeuf, Lamb, Greene & MacRae LLP), 320 Market Street, Suite E400, Strawberry
Square, P.O. Box 12105, Harrisburg, PA 17108-2105 and by Moses & Gelso, L.L.P.,
120 S. Franklin Street, Wilkes-Barre, PA 18701-1188.
EXPERTS
The consolidated financial statements and schedules included in the
Company's Annual Report on Form 10-K for the year ended December 31, 1995, and
incorporated by reference in the Registration Statement, have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
report with respect thereto, and are included herein in reliance upon the
authority of said firm as experts in giving said report.
<PAGE>
==============================================================
PENNSYLVANIA ENTERPRISES, INC.
------------------------------
Dividend Reinvestment and
Stock Purchase Plan
==============================
600,000 Shares
Common Stock
PROSPECTUS
----------
January 6, 1997
==============================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
-------------------------------------------
The following table sets forth all expenses payable by the Company in
connection with the sale of the Common Stock being registered:
<TABLE>
<CAPTION>
<S> <C>
Registration fee $ 1,362.07
Printing expenses 5,000.00
Legal fees and expenses 6,000.00
Accounting fees and expenses 2,000.00
Miscellaneous 1,000.00
-----------
Total $ 15,362.07
===========
</TABLE>
Item 15. Indemnification of Directors and Officers
-----------------------------------------
Sections 1741 through 1750 of Subchapter D of Chapter 17 of the PBCL
contain, among other things, provisions for mandatory and discretionary
indemnification of a corporation's directors, officers and other personnel.
Under Section 1741, unless otherwise limited by its by-laws, a
corporation has the power to indemnify directors and officers under certain
prescribed circumstances against expenses (including attorney's fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
in connection with a threatened, pending or completed action or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the corporation), to which any of them is a party or
threatened to be made a party by reason of his being a representative, director
or officer of the corporation or serving at the request of the corporation as a
representative of another domestic or foreign corporation for profit or
not-for-profit, partnership, joint venture, trust or other enterprise, if he
acted in good faith and in a manner he reasonably believed to be in, or not
opposed to, the best interests of the corporation and, with respect to any
criminal proceeding, had no reasonable cause to believe his conduct was
unlawful. The termination of any action or proceeding by judgment, order,
settlement or conviction or upon a plea of nolo contendere or its equivalent
does not of itself create a presumption that the person did not act in good
faith and in a manner that he reasonably believed to be in, or not opposed to,
the best interests of the corporation and, with respect to any criminal
proceeding, had reasonable cause to believe that his conduct was unlawful.
Section 1742 provides for indemnification with respect to derivative
and corporate actions similar to that provided by Section 1741. However,
indemnification is not provided under Section 1742 with respect to any claim,
issue or matter as to which a director or officer has been adjudged to be liable
to the corporation unless and only to the extent that the proper court
determines upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, a director or officer is fairly and
reasonably entitled to indemnity for the expenses that the court deems proper.
<PAGE>
Section 1743 provides that indemnification against expenses is
mandatory to the extent that the director or officer has been successful on the
merits or otherwise in defense of any such action or proceeding referred to in
Section 1741 or 1742.
Section 1744 provides that unless ordered by a court, any
indemnification under Section 1741 or 1742 shall be made by the corporation as
authorized in the specific case upon a determination that indemnification of
directors and officers is proper because the director or officer met the
applicable standard of conduct, and such determination will be made by the board
of directors by a majority vote of a quorum of directors not parties to the
action or proceeding; if a quorum is not obtainable or if obtainable and a
majority of disinterested directors so directs, by independent legal counsel or
by the shareholders.
Section 1745 provides that expenses incurred by a director or officer
in defending any action or proceeding referred to in the Subchapter may be paid
by the corporation in advance of the final disposition of such action or
proceeding upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the corporation.
Section 1746 provides generally that except in any case where the act
or failure to act giving rise to the claim for indemnification is determined by
a court to have constituted willful misconduct or recklessness, the
indemnification and advancement of expenses provided by the Subchapter shall not
be deemed exclusive of any other rights to which a director or officer seeking
indemnification or advancement of expenses may be entitled under any by-law,
agreement, vote of shareholders or disinterested directors or otherwise, both as
to action in his official capacity and as to action in another capacity while
holding that office.
Section 1747 also grants a corporation the power to purchase and
maintain insurance on behalf of any director or officer against any liability
incurred by him in his capacity as officer or director, whether or not the
corporation would have the power to indemnify him against the liability under
this Subchapter of the PBCL.
Sections 1748 and 1749 apply the indemnification and advancement of
expenses provisions contained in the Subchapter to successor corporations
resulting from consolidation, merger or division and to service as a
representative of such corporations or of employee benefit plans.
Section 1750 provides that the indemnification and advancement of
expenses granted pursuant to this Subchapter, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a
representative of the corporation and shall inure to the benefit of the heirs
and personal representatives of that person.
Article II, Section 15 of the Company's By-Laws, provides that to the
fullest extent that the PBCL permits elimination or limitation of the liability
of directors, no director shall be personally liable for monetary damages as
such for any action taken, or any failure to take any action, as a director.
<PAGE>
Article VII, Section 1 of the Company's By-Laws provides that the
Company shall indemnify its directors and officers to the fullest extent
permitted by the PBCL. Persons who are not directors or officers of the Company
may be similarly indemnified in respect of service to the Company or to another
such entity at the request of the Company to the extent the Board of Directors
at any time designates such person as being entitled to the benefits of such
indemnity.
The Company has purchased director and officer liability insurance for
its directors and officers.
Item 16. Exhibits
--------
The following exhibits are filed herewith or incorporated by reference.
The reference numbers correspond to the numbered paragraphs of Item 601 of
Regulation S-K.
<TABLE>
<CAPTION>
<S> <C>
4-1 Dividend Reinvestment and Stock Purchase Plan (see Prospectus).
4-2 Restated Articles of Incorporation of the Company, as amended -- filed
as Exhibit 3-1 to the Company's Registration Statement No. 33-47581.
4-3 By-Laws of the Company, as amended and restated -- filed as Exhibit 3-2
to the Company's Annual Report on Form 10-K for 1994, File 0-7812.
4-4 Rights Agreement dated as of April 26, 1995 between the Company and
Chemical Bank, as Rights agent -- filed as Exhibit 4-1 to the Company's
Quarterly Report on Form 10-Q for the quarter ended March 31, 1995,
File No. 0-7812.
5-1 Opinion of Moses & Gelso, L.L.P.
23-1 Consent of Arthur Andersen LLP -- previously filed.
23-2 Consent of Moses & Gelso, L.L.P. (incorporated in Exhibit 5-1)
</TABLE>
Item 17. Undertakings
------------
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(ii) 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;
<PAGE>
(iii) 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;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the Registration Statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
(2) 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.
(3) 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.
(b) 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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
<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
Post-Effective Amendment No. 1 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized in the City of
Wilkes-Barre, Commonwealth of Pennsylvania, on the 6th day of January, 1997.
PENNSYLVANIA ENTERPRISES, INC.
By: /s/ John F. Kell, Jr.
----------------------------------
(John F. Kell, Jr.)
Vice President, Financial Services
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:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
(i) Principal Executive Officer:
<S> <C> <C>
/s/ Thomas F. Karam President, Chief January 6, 1997
- ------------------------------------ Executive Officer
(Thomas F. Karam) and Director
(ii) Principal Financial and Accounting Officer:
/s/ John F. Kell, Jr. Vice President, January 6, 1997
- ------------------------------------ Financial Services
(John F. Kell, Jr.)
(iii) A Majority of the Board of Directors:
/s/ Kenneth L. Pollock Chairman of the January 6, 1997
- ------------------------------------ Board of Directors
(Kenneth L. Pollock)
/s/ William D. Davis Vice Chairman of the January 6, 1997
- ------------------------------------ Board of Directors
(William D. Davis)
/s/ Robert J. Keating Director January 6, 1997
- ------------------------------------
(Robert J. Keating)
<PAGE>
/s/ James A. Ross Director January 6, 1997
- ------------------------------------
(James A. Ross)
/s/ John D. McCarthy Director January 6, 1997
- ------------------------------------
(John D. McCarthy)
/s/ Ronald W. Simms Director January 6, 1997
- ------------------------------------
(Ronald W. Simms)
/s/ Kenneth M. Pollock Director January 6, 1997
- ------------------------------------
(Kenneth M. Pollock)
/s/ Paul R. Freeman Director January 6, 1997
- ------------------------------------
(Paul R. Freeman)
/s/ John D. McCarthy, Jr. Director January 6, 1997
- ------------------------------------
(John D. McCarthy, Jr.)
/s/ Richard A. Rose, Jr. Director January 6, 1997
- ------------------------------------
(Richard A. Rose, Jr.)
</TABLE>
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Sequentially
Number Description Numbered Page
<S> <C> <C>
4-1 Dividend Reinvestment and Stock
Purchase Plan (see Prospectus).
4-2 Restated Articles of Incorporation
of the Company, as amended -- filed
as Exhibit 3-1 to the Company's
Registration Statement No.
33-47581.
4-3 By-Laws of the Company, as amended
and restated -- filed as Exhibit
3-2 of the Company's Annual Report
on Form 10-K for 1994, File 0-7812.
4-4 Rights Agreement dated as of April
26, 1995 between the Company and
Chemical Bank, as Rights Agent --
filed as Exhibit 4-1 to the
Company's Quarterly Report on Form
10-Q for the quarter ended March
31, 1995, File No. 0-7812.
5-1 Opinion of Moses & Gelso, L.L.P.
23-1 Consent of Arthur Andersen LLP --
previously filed.
23-2 Consent of Moses & Gelso, L.L.P.
(incorporated in Exhibit 5-1).
</TABLE>
<PAGE>
LAW OFFICES OF
MOSES & GELSO, L.L.P.
120 S. FRANKLIN STREET
WILKES-BARRE, PA 18701-1188
January 3, 1997
Pennsylvania Enterprises, Inc.
Wilkes-Barre Center
39 Public Square
Wilkes-Barre, Pennsylvania 18711-0601
Re: Pennsylvania Enterprises,
100,000 Shares of Common Stock
------------------------------
Dear Ladies and Gentlemen:
We have acted as special counsel for Pennsylvania Enterprises, Inc., a
Pennsylvania corporation (the "Company") for the purpose of rendering this
opinion in connection with the filing by the Company with the Securities and
Exchange Commission of Post-Effective Amendment No. 1 to a Registration
Statement on Form S-3 (Registration No. 333-04813) (the "Post-Effective
Amendment") under the Securities Act of 1933 (the "Act") relating to the sale by
the Company of 100,000 shares of Common Stock, no par value, stated value $10
per share (the "Shares") pursuant to the Company's Dividend Reinvestment and
Stock Purchase Plan.
As such special counsel, we have examined such corporate records,
certificates and other documents as we have considered necessary for the
purposes of this opinion. In such examination, we have assumed the genuineness
of all signatures, the authenticity of all documents submitted to us as
originals, the conformity to the original documents of all documents submitted
to us as copies and the authenticity of the originals of such latter documents.
As to any facts material to our opinion, we have, when such facts were not
independently established, relied upon the aforesaid records, certificates and
documents.
We are members of the Bar of the Commonwealth of Pennsylvania and we
express no opinion as to the laws of any other jurisdiction other than the laws
of the United States of America to the extent specifically referred to herein.
Upon the basis of the foregoing examination and subject to the
limitations contained herein we are of the opinion that:
(a) when the Post-Effective Amendment has become effective under the
Act, no further authorization, consent or approval by any regulatory authority
<PAGE>
will be required for the valid issuance and sale of the Shares (except under the
so-called "blue sky" or securities laws of the several states of which we do not
express any opinion); and
(b) the Shares are duly authorized and, when issued and paid for in the
manner set forth in the Post-Effective Amendment, will have been validly issued
and fully paid and non-assessable by the Company.
We hereby consent to the use of this opinion as an exhibit to the
Post-Effective Amendment.
Very truly yours,
/s/ JOHN P. MOSES
