As filed with the Securities and Exchange Commission on January 30, 1998
Registration No. 333-23659
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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)
One PEI Center
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.
One PEI Center
Wilkes-Barre, Pennsylvania 18711-9930
(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 10004-1482
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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: / /
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. /X /
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act of 1933, please check
the following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. /__/
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act of 1933, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. /__/
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. /__/
Pursuant to Rule 429 of the Securities Act of 1933, as amended, the
Company intends to use the prospectus contained in this Registration Statement
in connection with the securities registered under Registration Statement No.
33-53435.
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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<PAGE>
PENNSYLVANIA ENTERPRISES, INC.
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CUSTOMER STOCK PURCHASE PLAN
800,000 SHARES OF COMMON STOCK
(NO PAR VALUE, STATED VALUE $5.00 PER SHARE)
The Customer Stock Purchase Plan (the "Plan") of Pennsylvania
Enterprises, Inc. (the "Company") provides the residential customers of the
Company's subsidiaries, which include PG Energy Inc. ("PGE"), Honesdale Gas
Company ("Honesdale"), PG Energy Services Inc. ("Energy Services"), Keystone
Pipeline Services, Inc. ("Keystone"), Theta Land Corporation ("Theta") and PEI
Power Corporation ("PPC", and together with PGE, Honesdale, Energy Services,
Keystone and Theta, the "Subsidiaries"), with a simple and convenient method of
purchasing shares of common stock, no par value, stated value $5.00 per share,
of the Company ("Common Stock") at a 5% discount from the market price.
Residential customers of the Subsidiaries may participate in the Plan
by purchasing Common Stock directly from the Company. Payments for shares
received from customers on or prior to 5:00 P.M. on the last business day of a
calendar quarter (calendar quarters end March 31, June 30, September 30 and
December 31) will be used to purchase shares of Common Stock on the first
business day following the end of each such calendar quarter (an "Investment
Date").
The Company administers the Plan at its own expense. No brokerage fee
or commission will be charged to the customer on the purchase of shares under
the Plan.
The purchase price of shares purchased under the Plan will be an
amount equal to 95% of the average of the daily high and low prices for the
Company's Common Stock for the five trading days immediately preceding the
applicable Investment Date as reported on the New York Stock Exchange.
The outstanding shares of the Company's Common Stock are, and the
additional shares offered hereby will be, listed on the New York Stock Exchange.
The Company will receive all of the net proceeds from the sale of the
Common Stock.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
---------------
THE DATE OF THIS PROSPECTUS IS FEBRUARY __, 1998
<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. In
addition, the Commission maintains a Web site (http://www.sec.gov) that contains
reports, proxy statements and other information regarding registrants that file
electronically with the Commission. 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's Common Stock is listed on such Exchange.
The Company has filed with the Commission a Registration Statement on
Form S-3 (File No. 333-23659) (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 (i)
the Company's Annual Report on Form 10-K for the year ended December 31, 1996,
(ii) the Company's Quarterly Report on Form 10-Q for the quarter ended March 31,
1997, (iii) the Company's Current Report on Form 8-K dated May 28, 1997, (iv)
the Company's Quarterly Report on Form 10-Q for the six months ended June 30,
1997, and (v) the Company's Quarterly Report on Form 10-Q for the nine months
ended September 30, 1997, which have been filed with the Commission pursuant to
the Exchange Act (File No. 0-7812).
<PAGE>
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 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., One PEI Center, Wilkes-Barre, Pennsylvania 18711-9930,
telephone no. (800) 379-4768.
THE COMPANY
The Company is a holding company formed in 1974, with regulated and
nonregulated subsidiaries. Its regulated subsidiaries consist of PGE, the
Company's principal subsidiary and Honesdale, each of which is engaged in the
distribution of natural gas in northeastern Pennsylvania. As of December 31,
1997, PGE and Honesdale together had approximately 150,000 gas customers.
PGE, incorporated in 1867 as Dunmore Gas & Water Company, and
Honesdale are operating public utilities whose gas businesses are regulated by
the Pennsylvania Public Utility Commission ("PPUC"). The Company, through its
other Subsidiaries, Energy Services, Keystone, Theta and PPC, is engaged in
various nonregulated activities, including the marketing and sale of natural gas
and propane and other energy-related services, as well as the construction,
maintenance and rehabilitation of natural gas distribution pipelines and several
real estate development projects on Company-owned land.
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 such shares of Common
Stock purchased under the Plan. The net proceeds from the sale of any such
<PAGE>
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 will 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.
PURPOSE
1. WHAT IS THE PURPOSE OF THE PLAN?
The purpose of the Plan is to provide residential customers (the
"Customers") of the Subsidiaries with a simple and convenient method of
investing in shares of the Company's Common Stock. Since these shares of Common
Stock will be purchased from the Company, 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 for other
corporate purposes.
ADVANTAGES
2. WHAT ARE THE ADVANTAGES OF THE PLAN FOR THE CUSTOMER?
A Customer will be able to purchase shares of the Company's Common
Stock at a 5% discount from the market price (see Question 11) and without
payment of brokerage commission, service charge or other regular expense.
AFTER PURCHASING COMMON STOCK UNDER THE PLAN, CUSTOMERS WHO OWN AT
LEAST TWENTY (20) SHARES OF COMMON STOCK AND WISH TO CONTINUE TO BUILD THEIR
OWNERSHIP IN THE COMPANY BY REINVESTING THEIR DIVIDENDS MAY DO SO BY
PARTICIPATING IN THE COMPANY'S DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN.
Copies of the prospectus relating to the Dividend Reinvestment and Stock
Purchase Plan may be obtained by writing or calling the Company (see Question
3).
An Individual Retirement Account ("IRA") may be a participant in the
Plan.
ADMINISTRATION
3. WHO ADMINISTERS AND INTERPRETS THE PLAN?
The Company administers and interprets the Plan for Customers, keeps
the records of the Plan and performs other duties relating to the Plan. There
are no brokerage fees charged by the Company in connection with purchases made
pursuant to the Plan, and the Company absorbs all of the administrative expense
of the Plan. However, charges will be incurred by the Customer upon the sale of
the Customer's shares. All correspondence to the Company relating to the Plan
should be directed to:
<PAGE>
Vice President, Financial Services
Pennsylvania Enterprises, Inc.
One PEI Center
Wilkes-Barre, PA 18711-9930
1-888-700-7862
The Company has delegated certain of its administrative
responsibilities under the Plan to The Chase Manhattan Bank. Certain
administrative support will be provided to The Chase Manhattan Bank by
ChaseMellon Shareholder Services, L.L.C., a registered transfer agent (the
"Agent"). The Agent issues the stock certificates, keeps certain records of the
shareholder accounts and performs all duties as registrar and transfer agent.
All correspondence, questions or other communications regarding the issuance of
certificates or Customers' accounts (see Question 14) should be directed to:
ChaseMellon Shareholder Services, L.L.C.
Investment Services
P.O. Box 3338
South Hackensack, NJ 07606-1938
1-800-851-9677
Should ChaseMellon Shareholder Services, L.L.C. cease to act as the
Agent under the Plan, the Company may designate another agent or may perform
these administrative duties itself. In such event, all references herein to
ChaseMellon Shareholder Services, L.L.C. or the Agent shall be deemed to be
references to the Company or such other agent as the Company may designate.
PARTICIPATION
4. WHO IS ELIGIBLE TO PARTICIPATE IN THE PLAN?
All residential customers of the Subsidiaries are eligible to
participate in the Plan, including all adult members (at least 18 years old) of
households served by the Subsidiaries. Consumers who are not directly customers,
such as renters and condominium owners, may participate in the Plan, except that
groups of individuals such as tenant associations are not eligible to
participate.
A Customer may enroll under the Plan in his or her own name, in the
joint name of the Customer and another person, or in his or her name as
custodian or trustee for another person, by marking the Authorization Form in
the appropriate manner.
If it appears to the Company that any Customer is using or
contemplating the use of the Plan 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 shareholders, then the Company may decline to issue all or any
portion of the shares of Common Stock for which any payment by or on behalf of
such Customer is tendered. Such payment (or the portion thereof not to be
<PAGE>
invested in shares of Common Stock) will be returned by the Company as promptly
as practicable without interest.
Also, an IRA may be a participant in the Plan (see Question 6).
5. HOW DOES AN ELIGIBLE CUSTOMER PARTICIPATE IN THE PLAN?
An Authorization Form may be obtained from the Company by writing or
telephoning the Company (see Question 3).
6. HOW ARE INVESTMENTS MADE?
An investment is made by forwarding to the Company (at the address
set forth in Question 3) a check or money order payable to Pennsylvania
Enterprises, Inc. along with a completed Authorization Form prior to an
Investment Date as more fully described in Question 8. On the next Investment
Date, the amount forwarded will be invested in full shares of Common Stock. See
Question 13 concerning fractional shares.
A payment to be used for investment in Common Stock should be sent to
the Company separately and not with the payment of the Customer's bill.
A Customer may participate in the Plan through his or her IRA. The
IRA will be subject to the Plan in the same manner as other participants. For
assistance in enrolling an IRA in the Plan, please contact the Company.
7. ARE THERE LIMITS TO THE AMOUNT A CUSTOMER MAY INVEST?
Yes. A Customer may invest a minimum of $100 each Investment Date.
The maximum investment a Customer is permitted to make under the Plan is $10,000
each Investment Date.
PURCHASES
8. WHEN WILL PAYMENTS BE INVESTED?
Shares will be purchased from the Company. Payments for shares will
be accepted by the Company during the 30 days immediately preceding each
Investment Date. Payments received on or prior to 5:00 p.m. on the last business
day of a calendar quarter (calendar quarters end March 31, June 30, September 30
and December 31) will be used to purchase shares of Common Stock on the first
business day following the end of such calendar quarter. Payments received after
<PAGE>
5:00 p.m. on the last business day of a calendar quarter and before the 30th day
immediately preceding each Investment Date will be returned by the Company.
If a Customer makes a payment to the Company for the purchase of
shares of Common Stock and then decides not to make such investment, the
Customer may obtain a refund of his or her payment upon a written request for
such refund received by the Company at least two business days prior to the next
Investment Date.
9. WILL INTEREST BE PAID ON CASH INVESTMENTS PRIOR TO THE INVESTMENT
DATE?
No. For that reason, the Company urges Customers to mail their
investments so that they are received by the Company before, but as close as
possible to, the last business day of a calendar quarter, but allowing time for
any mailing delays.
10. WHAT IS THE SOURCE OF SHARES PURCHASED UNDER THE PLAN?
Shares purchased under the Plan will be original issue shares or
treasury shares of Common Stock of the Company.
11. WHAT WILL BE THE PRICE OF SHARES PURCHASED UNDER THE PLAN?
The purchase price will be an amount equal to 95% of the average of
the daily high and low prices for the Company's Common Stock for the five
trading days immediately preceding the applicable Investment Date as reported on
the New York Stock Exchange.
12. HOW MANY SHARES OF COMMON STOCK WILL BE PURCHASED?
The number of shares to be purchased for each Customer will depend on
the amount to be invested by that Customer and the price of the Company's Common
Stock as determined under the Plan. (See Question 11.)
A Customer may not specify the number of shares to be purchased or
the price at which shares are to be purchased, or otherwise seek to restrict or
control purchases made pursuant to the Plan.
<PAGE>
FRACTIONAL SHARES
13. WILL CUSTOMERS RECEIVE FRACTIONAL SHARES?
No. Only full shares will be issued. After the Common Stock has been
purchased for the Customer, any remaining funds which are insufficient to
purchase a full share of Common Stock will be returned to the Customer without
interest.
CERTIFICATES FOR SHARES
14. WILL STOCK CERTIFICATES BE ISSUED FOR SHARES 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. 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 at the Agent's address set forth in Question 3. 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.
CUSTOMERS' ACCOUNTS AND RECORDS
15. WHAT INFORMATION WILL THE CUSTOMER RECEIVE?
Shortly after the Investment Date, the Customer will receive from the
Company a statement of account showing the shares of Common Stock purchased on
his or her behalf, the price at which the shares were purchased, and a check for
any excess funds insufficient to purchase a full share of Common Stock.
A shareholder account will be opened by the Agent for Customers who
become new shareholders as a result of their purchase of Common Stock under the
<PAGE>
Plan. The account will be opened in accordance with the Customer's instructions
on the Authorization Form. All joint accounts will be "Joint Tenants" unless
otherwise instructed by the Customer.
OTHER INFORMATION
16. WHAT ARE THE RESPONSIBILITIES OF THE COMPANY AND THE AGENT UNDER
THIS 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 Customer's account upon a Customer's death prior to
receipt of legally sufficient instructions with respect thereto and (2) with
respect to the prices at which shares are purchased for the Customer's account
and the times such purchases are made. However, the immediately preceding
sentence shall not limit any person's rights under the federal securities laws.
17. DOES PARTICIPATION IN THE PLAN INVOLVE ANY RISK?
The Plan itself creates no additional risk. The risk to Customers who
participate in the Plan is the same as with any other investment in shares of
Common Stock of the Company. It should be recognized that a Customer who
purchases Common Stock under the Plan loses any advantage otherwise available
from being able to select the timing of his or her investment. It should also be
recognized that the Company and the Agent do not assure the Customer of a profit
or protect the Customer against a loss on the shares purchased under the Plan.
18. MAY THE PLAN BE CHANGED OR DISCONTINUED?
The Company reserves the right to suspend or terminate the Plan at
any time, including in the event of an oversubscription (see Question 19), and
to interpret and regulate the Plan as it deems necessary or desirable in
connection with the operation of the Plan. The Company also reserves the right
to make modifications to the Plan.
All questions as to the validity, form, eligibility and acceptance of
investments will be determined solely by the Company, which determinations will
be final and binding. No alternative, conditional or contingent investments will
be accepted. The Company reserves the absolute right to reject any or all
investments 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.
<PAGE>
19. WHAT HAPPENS IF PARTICIPATION EXCEEDS THE NUMBER OF SHARES THE
COMPANY HAS AVAILABLE FOR ISSUANCE UNDER THE PLAN?
In the event of an oversubscription to purchase shares under the
Plan, the Company may file a registration statement with the Commission to
register additional shares of Common Stock to cover the oversubscription.
However, if the Company determines, in its sole discretion, not to make such
registration, the Company shall promptly suspend participation in the Plan and
refund the payments made by those Customers whose subscriptions were received by
the Company after all the shares available under the Plan had been allocated to
prior subscribers.
20. WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF PARTICIPATING IN
THE PLAN?
Although not free from doubt, the Company believes that the excess of
the fair market value of the shares of Common Stock purchased under the Plan
over the purchase price paid for such shares will not be includible in gross
income, and that a Customer's tax basis in shares of Common Stock purchased
under the Plan will be equal to his or her cost. A Customer's holding period
will commence on the day following the Investment Date.
21. WHAT IS THE TAX TREATMENT OF DIVIDENDS RECEIVED BY A CUSTOMER
WITH RESPECT TO SHARES PURCHASED BY THE CUSTOMER PURSUANT TO THE PLAN?
Generally, all distributions will be treated as dividends and will be
taxable as ordinary income to the extent of the Company's earnings and profits.
To the extent that a distribution exceeds the Company's earnings and profits, it
is deemed to be a return of capital. A return of capital reduces a shareholder's
basis in his or her shares, but not below zero. To the extent a return of
capital reduces a shareholder's basis, no gain is recognized; and to the extent
a return of capital exceeds a shareholder's basis, it is treated as capital
gain. Form 1099, which is sent to each shareholder annually, will indicate the
total amount of dividends paid to such shareholder.
22. WHAT IS THE TAX TREATMENT OF ANY PAYMENT RECEIVED BY A CUSTOMER
UPON THE SALE OF SHARES PURCHASED BY THE CUSTOMER PURSUANT TO THE PLAN?
A Customer who receives any payment for the sale of shares purchased
by the Customer pursuant to the Plan will recognize either short-term or
long-term capital gain or loss, depending on his or her particular
circumstances, the tax basis of his or her shares (adjusted to reflect any
return of capital dividends paid thereon) and the period of time he or she has
held his or her shares.
<PAGE>
A CUSTOMER SHOULD CONSULT HIS OR HER OWN TAX ADVISOR TO DETERMINE THE
TAX CONSEQUENCES OF PARTICIPATING IN 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 30,000,000 shares
of Common Stock. As of January 21, 1998, there were 9,745,875 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 $50 per share of
Common Stock (equivalent to $25 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 $50 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 $50 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 $.0025 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 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, 1996, and
incorporated herein by reference, 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.
--------------------------------
Customer
Stock Purchase Plan
==================================
800,000 Shares
Common Stock
PROSPECTUS
----------
February __, 1998
==================================
<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 $1,724.54
Printing expenses 10,000.00
Legal fees and expenses 6,500.00
Accounting fees and expenses 2,000.00
Miscellaneous 1,500.00
----------
Total $21,724.54
==========
</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
<PAGE>
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.
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.
4-1 Customer Stock Purchase Plan (see Prospectus).
4-2 Restated Articles of Incorporation of the Company, as amended -- filed
as Exhibit 4-1 to the Company's Registration Statement No. 333-23645.
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 No.
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.*
5-2 Opinion of LeBoeuf, Lamb, Greene & MacRae LLP*
23-1 Consent of Arthur Andersen LLP*
23-2 Consent of Moses & Gelso, L.L.P. (incorporated in Exhibit 5-1)*
23-3 Consent of LeBoeuf, Lamb, Greene & MacRae LLP (incorporated in Exhibit
5-2)*
- --------------
*Previously filed.
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:
<PAGE>
(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.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high and of the estimated maximum
offering range may be reflected in the form of a prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate
the changes in volume and price represent no more than 20 percent
change in the maximum aggregate offering price set forth in
"Calculation of Registration Fee" table in the effective
registration statement;
(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 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 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.
<PAGE>
(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 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 30TH OF JANUARY, 1998.
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
Post-Effective Amendment No. 1 to Registration Statement has been signed by the
following persons in the capacities and on the dates indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
(I) PRINCIPAL EXECUTIVE OFFICER:
Thomas F. Karam* President, Chief January 30, 1998
- ----------------------------- Executive Officer and
(Thomas F. Karam) Director
(II) PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER:
/s/ John F. Kell, Jr. Vice President, January 30, 1998
- ----------------------------- Executive Officer and
(John F. Kell, Jr.)
(III) A MAJORITY OF THE BOARD OF DIRECTORS:
Kenneth L. Pollock* Chairman of the January 30, 1998
- ----------------------------- Board of Directors
(Kenneth L. Pollock)
William D. Davis* Vice Chairman of the January 30, 1998
- ----------------------------- Board of Directors
(William D. Davis)
<PAGE>
Robert J. Keating* Director January 30, 1998
- -----------------------------
(Robert J. Keating)
James A. Ross* Director January 30, 1998
- -----------------------------
(James A. Ross)
John D. McCarthy* Director January 30, 1998
- -----------------------------
(John D. McCarthy)
Ronald W. Simms* Director January 30, 1998
- -----------------------------
(Ronald W. Simms)
Kenneth M. Pollock* Director January 30, 1998
- -----------------------------
(Kenneth M. Pollock)
Paul R. Freeman* Director January 30, 1998
- -----------------------------
(Paul R. Freeman)
John D. McCarthy, Jr.* Director January 30, 1998
- -----------------------------
(John D. McCarthy, Jr.)
Richard A. Rose, Jr.* Director January 30, 1998
- -----------------------------
(Richard A. Rose, Jr.)
* By: /S/ JOHN F. KELL, JR.
- -----------------------------
John F. Kell, Jr.
</TABLE>
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Sequentially
Number Description Numbered Page
<S> <C> <C>
4-1 Customer Stock Purchase Plan (see Prospectus).
4-2 Restated Articles of Incorporation of the
Company, as amended -- filed as Exhibit 4-1 to
the Company's Registration Statement No.
333-23645.
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 No. 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.*
5-2 Opinion of LeBoeuf, Lamb, Greene & MacRae LLP*
23-1 Consent of Arthur Andersen LLP*
23-2 Consent of Moses & Gelso, L.L.P. (incorporated in Exhibit
5-1)*
23-3 Consent of LeBoeuf, Lamb, Greene & MacRae LLP (incorporated
in Exhibit 5-2)*
- --------------------------
*Previously filed.
</TABLE>
