<PAGE>
===============================================================================
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON
APRIL 17, 1996
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3/A
TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934)
(Amendment No. 2)
PG ENERGY INC.
(Name Of Issuer And Person Filing Statement)
DEPOSITARY PREFERRED SHARES, EACH
REPRESENTING A 1/4 INTEREST IN A SHARE OF
9% CUMULATIVE PREFERRED STOCK, PAR VALUE $100.00 PER SHARE
(Title of Class of Securities)
708747407
(CUSIP Number of Class of Securities)
THOMAS J. WARD
SECRETARY
PG ENERGY INC.
WILKES-BARRE CENTER
39 PUBLIC SQUARE
WILKES-BARRE, PENNSYLVANIA 18711
(717) 829-8843
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of the Person Filing the Statement)
COPY TO:
GARETT J. ALBERT
HUGHES HUBBARD & REED
ONE BATTERY PARK PLAZA
NEW YORK, NEW YORK 10004-1482
(212) 837-6000
MARCH 11, 1996
(Date Tender Offer First Published, Sent Or Given To Security Holders)
<PAGE>
<PAGE>
This statement is filed in connection with (check the appropriate box):
a. [ ] The filing of solicitation material or an information
statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the
Securities Exchange Act of 1934.
b. [ ] The filing of a registration statement under the Securities
Act of 1933.
c. [X] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: [ ]
<TABLE>
<CAPTION>
Calculation of Filing Fee
- -------------------------------------------------------------------------------
Transaction Valuation* Amount of Filing Fee
<S> <C>
$27,000,000 $5,400
- -------------------------------------------------------------------------------
</TABLE>
* Determined pursuant to Rule 0-11(b)(1). Assumes the purchase of 1,000,000
shares at $27.00 per share.
[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
Amount Previously Paid: $5,400
Form or Registration No.: Schedule 13E-4
Filing Party: PG Energy Inc.
Date Filed: March 11, 1996
===============================================================================
<PAGE>
<PAGE>
This Amendment No. 2 amends and supplements the Rule 13e-3 Transaction
Statement on Schedule 13E-3, dated March 11, 1996, as amended by Amendment No.
1 thereto, dated April 9, 1996 (as so amended, the "Schedule 13E- 3"), filed by
PG Energy Inc., a Pennsylvania corporation formerly known as Pennsylvania Gas
and Water Company (the "Company") in connection with the Company's offer to
purchase any and all of its outstanding Depositary Preferred Shares (the
"Shares"), each representing a one-fourth interest in a share of its 9%
Cumulative Preferred Stock, par value $100.00 per share, liquidation preference
$100.00 per share (equivalent to $25.00 per Share), at $27.00 per Share, net to
the seller in cash, upon the terms and subject to the conditions set forth in
the Offer to Purchase, dated March 11, 1996 (the "Offer to Purchase"), and the
related Letter of Transmittal (which, together with the Offer to Purchase,
constitutes the "Offer"), copies of which were previously filed as Exhibits
(d)(1) and (d)(2) to the Schedule 13E-3, respectively, and incorporated by
reference therein. Terms defined in the Schedule 13E-3 and not separately
defined herein shall have the meanings specified in the Schedule 13E- 3.
The information set forth in the Issuer Tender Offer Statement on
Schedule 13E-4 which was attached to the Schedule 13E-3 as Exhibit (g)(2) (the
"Schedule 13E-4"), as amended by Amendment No. 1 to the Schedule 13E-4, which
Amendment No. 1 was attached to Amendment No. 1 to the Schedule 13E-3 as
Exhibit (g)(3), and as further amended by Amendment No. 2 to the Schedule 13E-
4, which Amendment No. 2 is attached hereto as Exhibit (g)(4), is expressly
incorporated by reference and responses to each item herein are qualified in
their entirety by the provisions of the Schedule 13E-4, as so amended.
The following information amends the information previously included in
the Schedule 13E-3. This Amendment No. 2 to Schedule 13E-3 also constitutes
the final amendment to the Schedule 13E-3 pursuant to Rule 13e-3(d)(3) under
the Securities Exchange Act of 1934, as amended.
ITEM 16. ADDITIONAL INFORMATION.
Item 16 is hereby supplemented and amended by adding the following
information thereto:
The Offer expired at 5:00 p.m., New York City time, on April 9, 1996.
Pursuant to the Offer, the Company acquired 512,936 Shares at a purchase price
of $27.00 per Share. As stated in Section 1 of the Offer to Purchase, the
Company may, in its sole discretion, subsequent to April 23, 1996 (ten business
days after the expiration of the Offer), determine to purchase any outstanding
Shares through open market purchases, privately negotiated transactions or
otherwise, on such terms and at such prices as the Company may determine from
time to time.
A copy of the Company's press release dated April 10, 1996, announcing
the preliminary results of the Offer is attached hereto as Exhibit (d)(10).
<PAGE>
<PAGE>
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
<TABLE>
<CAPTION>
<S> <C>
(d)(10) Form of Press Release issued by the Company, dated April 10, 1996.
(g)(4) Amendment No. 2 to Issuer Tender Offer Statement on Schedule 13E-4.
</TABLE>
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
PG Energy Inc.
By: /s/ John F. Kell, Jr.
-----------------------------------------
Name: John F. Kell, Jr.
Title: Vice President, Financial Services
Dated: April 17, 1996
<TABLE>
<CAPTION>
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
(d)(10) Form of Press Release issued by the Company, dated April 10, 1996.
(g)(4) Amendment No. 2 to Issuer Tender Offer Statement on Schedule 13E-4.
</TABLE>
FROM: ROBERT J. LOPATTO
RELEASE: UPON RECEIPT
PHONE: 717-829-8814
PG ENERGY COMPLETES
SELF TENDER OFFERS
WILKES-BARRE, PA, April 10, 1996 -- PG Energy Inc. ("PGE"), announced
today that its self tender offers for its Depositary Preferred Shares (Trading
Symbol: PGWCZ) and 4.10% Cumulative Preferred Stock (Trading Symbol: PGWCP)
expired at 5:00 p.m., New York City time, on Tuesday, April 9, 1996.
Based on a preliminary count at the time of expiration, PGE said that
it expects to purchase approximately 515,000 Depositary Preferred Shares
(approximately 4,000 of which were delivered pursuant to the guaranteed
delivery procedure), at a price of $27.00 per share and approximately 18,700
shares of its 4.10% Cumulative Preferred Stock (approximately 150 of which were
delivered pursuant to the guaranteed delivery procedure), at a price of $50.00
per share.
PGE said that the determination of the actual number of shares to be
purchased is subject to final confirmation of proper delivery of all shares
tendered and not withdrawn. Payment for the shares accepted, and return of all
other shares tendered but not accepted, will occur as promptly as practicable,
according to PGE.
PGE provides natural gas to approximately 142,000 customers in ten
counties in northeastern Pennsylvania.
===============================================================================
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON
APRIL 17, 1996
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-4/A
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
(Amendment No. 2)
PG ENERGY INC.
(Name Of Issuer And Person Filing Statement)
DEPOSITARY PREFERRED SHARES, EACH
REPRESENTING A 1/4 INTEREST IN A SHARE OF
9% CUMULATIVE PREFERRED STOCK, PAR VALUE $100.00 PER SHARE
(Title of Class of Securities)
708747407
(CUSIP Number of Class of Securities)
THOMAS J. WARD
SECRETARY
PG ENERGY INC.
WILKES-BARRE CENTER
39 PUBLIC SQUARE
WILKES-BARRE, PENNSYLVANIA 18711
(717) 829-8843
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of the Person Filing the Statement)
COPY TO:
GARETT J. ALBERT
HUGHES HUBBARD & REED
ONE BATTERY PARK PLAZA
NEW YORK, NEW YORK 10004-1482
(212) 837-6000
MARCH 11, 1996
(Date Tender Offer First Published, Sent Or Given To Security Holders)
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
Calculation of Filing Fee
- -------------------------------------------------------------------------------
Transaction Valuation* Amount of Filing Fee
<S> <C>
$27,000,000 $5,400
- -------------------------------------------------------------------------------
</TABLE>
* Determined pursuant to Rule 0-11(b)(1). Assumes the purchase of 1,000,000
shares at $27.00 per share.
[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
Amount Previously Paid: $5,400
Form or Registration No.: Schedule 13E-4
Filing Party: PG Energy Inc.
Date Filed: March 11, 1996
===============================================================================
<PAGE>
<PAGE>
This Amendment No. 2 amends and supplements the Rule 13e-4 Issuer
Tender Offer Statement on Schedule 13E-4, dated March 11, 1996, as amended by
Amendment No. 1 thereto, dated April 9, 1996 (as so amended, the "Schedule 13E-
4"), filed by PG Energy Inc., a Pennsylvania corporation formerly known as
Pennsylvania Gas and Water Company (the "Company") in connection with the
Company's offer to purchase any and all of its outstanding Depositary Preferred
Shares (the "Shares"), each representing a one-fourth interest in a share of
its 9% Cumulative Preferred Stock, par value $100.00 per share, liquidation
preference $100.00 per share (equivalent to $25.00 per Share), at $27.00 per
Share, net to the seller in cash, upon the terms and subject to the conditions
set forth in the Offer to Purchase, dated March 11, 1996 (the "Offer to
Purchase"), and the related Letter of Transmittal (which, together with the
Offer to Purchase, constitutes the "Offer"), copies of which were previously
filed as Exhibits (a)(1) and (a)(2) to the Schedule 13E-4, respectively, and
incorporated by reference therein. Terms defined in the Schedule 13E-4 and not
separately defined herein shall have the meanings specified in the Schedule
13E-4.
The following information amends the information previously included in
the Schedule 13E-4. This Amendment No. 2 to Schedule 13E-4 also constitutes
the final amendment to the Schedule 13E-4 pursuant to Rule 13e-4(c)(3) under
the Securities Exchange Act of 1934, as amended.
ITEM 8. ADDITIONAL INFORMATION.
Item 8 is hereby supplemented and amended by adding the following
information thereto:
The Offer expired at 5:00 p.m., New York City time, on April 9, 1996.
Pursuant to the Offer, the Company acquired 512,936 Shares at a purchase price
of $27.00 per Share. As stated in Section 1 of the Offer to Purchase, the
Company may, in its sole discretion, subsequent to April 23, 1996 (ten business
days after the expiration of the Offer), determine to purchase any outstanding
Shares through open market purchases, privately negotiated transactions or
otherwise, on such terms and at such prices as the Company may determine from
time to time.
A copy of the Company's press release dated April 10, 1996, announcing
the preliminary results of the Offer is attached hereto as Exhibit (a)(10).
ITEM 9. MATERIALS TO BE FILED AS EXHIBITS.
<TABLE>
<CAPTION>
<S> <C>
(a)(10) Form of Press Release issued by the Company, dated April 10, 1996.
</TABLE>
<PAGE>
<PAGE>
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
PG Energy Inc.
By: /s/ John F. Kell, Jr.
-----------------------------------------
Name: John F. Kell, Jr.
Title: Vice President, Financial Services
Dated: April 17, 1996
<TABLE>
<CAPTION>
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
(a)(10) Form of Press Release issued by the Company, dated April 10, 1996.
</TABLE>
<PAGE>
EXHIBIT (a)(10)
FROM: ROBERT J. LOPATTO
RELEASE: UPON RECEIPT
PHONE: 717-829-8814
PG ENERGY COMPLETES
SELF TENDER OFFERS
WILKES-BARRE, PA, April 10, 1996 -- PG Energy Inc. ("PGE"), announced
today that its self tender offers for its Depositary Preferred Shares (Trading
Symbol: PGWCZ) and 4.10% Cumulative Preferred Stock (Trading Symbol: PGWCP)
expired at 5:00 p.m., New York City time, on Tuesday, April 9, 1996.
Based on a preliminary count at the time of expiration, PGE said that
it expects to purchase approximately 515,000 Depositary Preferred Shares
(approximately 4,000 of which were delivered pursuant to the guaranteed
delivery procedure), at a price of $27.00 per share and approximately 18,700
shares of its 4.10% Cumulative Preferred Stock (approximately 150 of which were
delivered pursuant to the guaranteed delivery procedure), at a price of $50.00
per share.
PGE said that the determination of the actual number of shares to be
purchased is subject to final confirmation of proper delivery of all shares
tendered and not withdrawn. Payment for the shares accepted, and return of all
other shares tendered but not accepted, will occur as promptly as practicable,
according to PGE.
PGE provides natural gas to approximately 142,000 customers in ten
counties in northeastern Pennsylvania.
