As filed with the Securities and Exchange Commission on April 23, 1999
Registration No. 333-23659
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SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
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POST-EFFECTIVE
AMENDMENT NO. 2
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
(570) 829-8843
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
Donna M. Abdalla, Corporate Secretary
Pennsylvania Enterprises, Inc.
One PEI Center
Wilkes-Barre, Pennsylvania 18711-0601
(570) 829-8735
(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. ("PG Energy"), Honesdale Gas Company
("Honesdale"), PG Energy Services Inc. ("Energy Services"), Keystone Pipeline
Services, Inc. ("Keystone"), Theta Land Corporation ("Theta") and PEI Power
Corporation ("Power Corp.", and together collectively with PG Energy, 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").
Residential customers of the Subsidiaries may participate in the Plan by
purchasing, at the option of the Company, either newly-issued additional shares
of Common Stock directly from the Company or shares of Common Stock acquired by
ChaseMellon Shareholder Services, L.L.C., as agent for Plan participants (the
"Agent"), in the open market.
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 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 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 will be an amount equal to the weighted average price at which the
Agent acquires the shares in the open market.
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 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.
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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.
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THE DATE OF THIS PROSPECTUS IS APRIL 23, 1999.
<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 the
Company's Annual Report on Form 10-K, as amended, for the year ended December
31, 1998, which has 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
<PAGE>
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 18711-0601,
telephone no. (800) 379-4768.
THE COMPANY
The Company is a holding company formed in 1974 which, through its
subsidiaries, is engaged in both regulated and nonregulated activities. The
Company's regulated activities are conducted by its principal subsidiary, PG
Energy, and PG Energy's wholly-owned subsidiary, Honesdale, which was acquired
on February 14, 1997.
PG Energy, 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's other
subsidiaries are not so regulated. As of March 31, 1999, PG Energy and Honesdale
together had approximately 153,000 gas customers.
The Company, through its other Subsidiaries, Energy Services,
Keystone, Theta and Power Corp., is engaged in various nonregulated activities,
including the sale of natural gas, propane, electricity and other energy-related
products and services; the construction, maintenance and rehabilitation of
utility facilities, primarily natural gas distribution pipelines; and the sale
of property for residential, commercial and other development.
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 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
<PAGE>
Company or made available to PG Energy 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 PG Energy 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.
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. At the option of the Company,
these shares will be newly-issued shares of Common Stock purchased from the
Company or shares of Common Stock acquired by the Agent in the open market.
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 PG Energy 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 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 (see Question 6).
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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:
Vice President, Financial Services
Pennsylvania Enterprises, Inc.
One PEI Center
Wilkes-Barre, PA 18711-0601
1-888-700-7862
Certain administrative support will be provided to the Company 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.
<PAGE>
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
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.
<PAGE>
PURCHASES
8. WHEN WILL PAYMENTS BE INVESTED?
Shares will be purchased from the Company or from the Agent, acting
on behalf of 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 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?
The Company has the option of issuing shares from the authorized and
unissued shares of Common Stock of the Company, directing the Agent to purchase
shares in the open market, or a combination of both.
If shares are to be purchased in the open market, the Agent will
normally begin purchasing shares on the Investment Date and will endeavor to
complete the purchases as soon as practicable thereafter. 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 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.
<PAGE>
11. WHAT WILL BE THE PRICE OF SHARES PURCHASED UNDER THE PLAN?
The purchase price of newly-issued shares of Common Stock purchased
from the Company 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 will be
an amount equal to the weighted average price at which the Agent acquires the
shares in the open market.
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.
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
<PAGE>
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
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.
<PAGE>
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.
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.
THE FOLLOWING THREE SECTIONS SUMMARIZE THE FEDERAL INCOME TAX
CONSEQUENCES TO NON-FOREIGN CUSTOMERS PARTICIPATING IN THE PLAN. SINCE THESE
SECTIONS REPRESENT ONLY A SUMMARY AND SINCE STATE AND LOCAL TAX LAWS MAY VARY, A
CUSTOMER SHOULD CONSULT HIS OR HER OWN TAX ADVISOR TO DETERMINE THE TAX
CONSEQUENCES OF PARTICIPATING IN THE PLAN.
20. WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF PARTICIPATING IN
THE PLAN?
Participation in the Plan will not result in any immediate federal
income tax consequences to a Customer. 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.
<PAGE>
21. WHAT IS THE FEDERAL INCOME 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 FEDERAL INCOME 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>
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 April 15, 1999, there were 10,832,710 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
<PAGE>
form of consideration requirements are met or the approval of a majority of
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 a Shareholder Rights Plan under which each holder of
a share of Common Stock is granted a right ("Right" or "Rights"), under certain
circumstances, 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 PG Energy 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,
<PAGE>
financial or similar services and contracts or arrangements for the purchase,
sale, lease, 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 PG Energy 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, as amended, for the year ended December
31, 1998, have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.
The consolidated financial statements and schedules for the year
ended December 31, 1996, included in the Company's Annual Report on Form 10-K
for the year ended December 31, 1998, as amended, and incorporated herein by
reference, were 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
----------
April 23, 1999
===========================================
<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:
Registration fee $0.00
Printing expenses 10,000.00
Legal fees and expenses 3,000.00
Accounting fees and expenses 3,500.00
Miscellaneous 1,500.00
--------
Total $18,000.00
==========
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.
Article VII, Section 1 of the Company's By-Laws provides that the
Company shall indemnify its directors and officers to the fullest extent
<PAGE>
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 1998, 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 PricewaterhouseCoopers LLP
23-2 Consent of Arthur Andersen LLP
23-3 Consent of Moses & Gelso, L.L.P. (incorporated in Exhibit 5-1)*
23-4 Consent of LeBoeuf, Lamb, Greene & MacRae LLP (incorporated in Exhibit
5-2)*
24-1 Powers of Attorney*
- --------------
*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. 2 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 23RD OF APRIL, 1999.
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. 2 to Registration Statement has been signed by the
following persons in the capacities and on the dates indicated:
SIGNATURE TITLE Date
--------- ----- ----
(I) PRINCIPAL EXECUTIVE
OFFICER:
Thomas F. Karam* President, Chief April 23, 1999
- ------------------------------ Executive Officer and
(Thomas F. Karam) Director
(II) PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER:
/s/ John F. Kell, Jr. Vice President, April 23, 1999
- ------------------------------ Financial Services
(John F. Kell, Jr.)
(III) A MAJORITY OF THE BOARD OF DIRECTORS:
Ronald W. Simms* Chairman of the April 23, 1999
- ------------------------------ Board of Directors
(Ronald W. Simms)
William D. Davis* Vice Chairman of the April 23, 1999
- ------------------------------ Board of Directors
(William D. Davis)
<PAGE>
Robert J. Keating* Director April 23, 1999
- ------------------------------
(Robert J. Keating)
James A. Ross* Director April 23, 1999
- ------------------------------
(James A. Ross)
John D. McCarthy* Director April 23, 1999
- ------------------------------
(John D. McCarthy)
Kenneth M. Pollock* Director April 23, 1999
- ------------------------------
(Kenneth M. Pollock)
John D. McCarthy, Jr.* Director April 23, 1999
- ------------------------------
(John D. McCarthy, Jr.)
Richard A. Rose, Jr.* Director April 23, 1999
- ------------------------------
(Richard A. Rose, Jr.)
* By: /S/ JOHN F. KELL, JR.
------------------------------
John F. Kell, Jr.
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Sequentially
Number Description Numbered Page
<C> <S> <S>
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 1998, 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 PricewaterhouseCoopers LLP
23-2 Consent of Arthur Andersen LLP
23-3 Consent of Moses & Gelso, L.L.P.
(incorporated in Exhibit 5-1)*
23-4 Consent of LeBoeuf, Lamb, Greene &
MacRae LLP (incorporated in Exhibit
5-2)*
24-1 Powers of Attorney*
</TABLE>
- --------------------------
*Previously filed.
EXHIBIT 23-1
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in the Prospectus
constituting part of Post-Effective Amendment No. 2 to the Registration
Statement on Form S-3 (No. 333-23659) of our report dated February 17, 1999
appearing on page 33 of Pennsylvania Enterprises, Inc.'s Annual Report on Form
10-K, as amended, for the year ended December 31, 1998. We also consent to the
reference to us under the heading "Experts" in such Prospectus.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
April 22, 1999
EXHIBIT 23-2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of our report dated February 19, 1997
included in Pennsylvania Enterprises, Inc.'s Form 10-K for the year ended
December 31, 1998 and to all references to our Firm included in this
Registration Statement. It should be noted that we have not audited any
financial statements of the company subsequent to December 31, 1996 or performed
any audit procedures subsequent to the date of our report.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
New York, New York
April 22, 1999
