================================================================================
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON
JUNE 3, 1997
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)
4.10% CUMULATIVE PREFERRED STOCK, PAR VALUE $100.00 PER SHARE
(Title of Class of Securities)
708747209
(CUSIP Number of Class of Securities)
THOMAS J. WARD
SECRETARY
PG ENERGY INC.
ONE PEI CENTER
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:
KENNETH A. LEFKOWITZ
HUGHES HUBBARD & REED LLP
ONE BATTERY PARK PLAZA
NEW YORK, NEW YORK 10004-1482
(212) 837-6000
APRIL 18, 1997
(Date Tender Offer First Published, Sent Or Given To Security Holders)
<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: [ ]
Calculation of Filing Fee
<TABLE>
<CAPTION>
- --------------------------------------- ---------------------------------------
Transaction Valuation* Amount of Filing Fee
======================================= =======================================
<S> <C>
$5,519,710 $1,104
- --------------------------------------- ---------------------------------------
<FN>
* Determined pursuant to Rule 0-11(b)(1). Assumes the purchase of 78,853
shares at $70.00 per share.
</FN>
</TABLE>
[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: $1,104
Form or Registration No.: Schedule 13E-4
Filing Party: PG Energy Inc.
Date Filed: April 18, 1997
================================================================================
<PAGE>
This Amendment No. 2 amends and supplements the Rule 13e-3 Transaction
Statement on Schedule 13E-3, dated April 18, 1997, as amended by Amendment No. 1
thereto, dated May 19, 1997 (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 shares of 4.10% Cumulative Preferred Stock, par
value $100.00 per share, voluntary liquidation preference $105.50 per share,
involuntary liquidation preference $100.00 per share (the "Shares"), at $70.00
per Share, net to the seller in cash, upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated April 18, 1997 (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 May 23, 1997.
Pursuant to the Offer, the Company acquired 29,094 Shares at a purchase price of
$70.00 per Share. As stated in Section 1 of the Offer to Purchase, the Company
may, in its sole discretion, subsequent to June 9, 1997 (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 May 27, 1997, announcing
the preliminary results of the Offer is attached hereto as Exhibit (d)(9).
<PAGE>
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
<TABLE>
<CAPTION>
<S> <C>
(d)(10) Form of Press Release issued by the Company, dated May 27, 1997.
(g)(4) Amendment No. 2 to Issuer Tender Offer Statement on Schedule 13E-4.
</TABLE>
<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: June 3, 1997
<PAGE>
<TABLE>
<CAPTION>
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
<S> <C>
(d)(10) Form of Press Release issued by the Company, dated May 27, 1997.
(g)(4) Amendment No. 2 to Issuer Tender Offer Statement on Schedule 13E-4.
</TABLE>
EXHIBIT (d)(10)
PG ENERGY COMPLETES SELF TENDER OFFER
-------------------------------------
Wilkes-Barre, PA, May 27, 1997 -- PG Energy Inc. ("PGE") announced
today that its self tender offer for its 4.10% Cumulative Preferred Stock
(Trading Symbol: PGWCP) expired at 5:00 p.m., New York City time, on Friday, May
23, 1997.
Based on a preliminary count at the time of expiration, PGE said that
it expects to purchase approximately 29,000 shares of its 4.10% Cumulative
Preferred Stock at a price of $70.00 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.
PG Energy Inc. provides natural gas to approximately 148,000 customers
in twelve counties in northeastern Pennsylvania.
EXHIBIT (g)(4)
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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON
JUNE 3, 1997
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)
4.10% CUMULATIVE PREFERRED STOCK, PAR VALUE $100.00 PER SHARE
(Title of Class of Securities)
708747209
(CUSIP Number of Class of Securities)
THOMAS J. WARD
SECRETARY
PG ENERGY INC.
ONE PEI CENTER
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:
KENNETH A. LEFKOWITZ
HUGHES HUBBARD & REED LLP
ONE BATTERY PARK PLAZA
NEW YORK, NEW YORK 10004-1482
(212) 837-6000
April 18, 1997
(Date Tender Offer First Published, Sent Or Given To Security Holders)
<PAGE>
Calculation of Filing Fee
<TABLE>
<CAPTION>
- --------------------------------------- ---------------------------------------
Transaction Valuation* Amount of Filing Fee
======================================= =======================================
<S> <C>
$5,519,710 $1,104
- --------------------------------------- ---------------------------------------
<FN>
* Determined pursuant to Rule 0-11(b)(1). Assumes the purchase of 78,853
shares at $70.00 per share.
</FN>
</TABLE>
[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: $1,104
Form or Registration No.: Schedule 13E-4
Filing Party: PG Energy Inc.
Date Filed: April 18, 1997
================================================================================
<PAGE>
This Amendment No. 2 amends and supplements the Rule 13e-4 Issuer
Tender Offer Statement on Schedule 13E-4, dated April 18, 1997, as amended by
Amendment No. 1 thereto, dated May 19, 1997 (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 shares of 4.10%
Cumulative Preferred Stock, par value $100.00 per share, voluntary liquidation
preference $105.50 per share, involuntary liquidation preference $100.00 per
share (the "Shares"), at $70.00 per Share, net to the seller in cash, upon the
terms and subject to the conditions set forth in the Offer to Purchase, dated
April 18, 1997 (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 13-e4(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 May 23, 1997.
Pursuant to the Offer, the Company acquired 29,094 Shares at a purchase price of
$70.00 per Share. As stated in Section 1 of the Offer to Purchase, the Company
may, in its sole discretion, subsequent to June 9, 1997 (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 May 27, 1997, 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 May 27, 1997.
</TABLE>
<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: June 3, 1997
<PAGE>
<TABLE>
<CAPTION>
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
<S> <C>
(a)(10) Form of Press Release issued by the Company, dated May 27, 1997.
</TABLE>
EXHIBIT (a)(10)
PG ENERGY COMPLETES SELF TENDER OFFER
-------------------------------------
Wilkes-Barre, PA, May 27, 1997 -- PG Energy Inc. ("PGE") announced
today that its self tender offer for its 4.10% Cumulative Preferred Stock
(Trading Symbol: PGWCP) expired at 5:00 p.m., New York City time, on Friday, May
23, 1997.
Based on a preliminary count at the time of expiration, PGE said that
it expects to purchase approximately 29,000 shares of its 4.10% Cumulative
Preferred Stock at a price of $70.00 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.
PG Energy Inc. provides natural gas to approximately 148,000 customers
in twelve counties in northeastern Pennsylvania.
