<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 12, 1996
REGISTRATION NO.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PEOPLES ENERGY CORPORATION
(Exact name of registrant as specified in charter)
<TABLE>
<S> <C>
ILLINOIS 36-2642766
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>
130 East Randolph Drive
24th Floor
Chicago, Illinois 60601
(312) 240-4000
(Address and telephone number of principal executive offices)
EMMET P. CASSIDY
Secretary and Treasurer
Peoples Energy Corporation
130 East Randolph Drive
24th Floor
Chicago, Illinois 60601
(312) 240-4288
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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, 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, check the following box and list the Securities Act
registration statement number or 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. [ ]
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: AS SOON AS
PRACTICABLE AFTER THE REGISTRATION STATEMENT BECOMES EFFECTIVE.
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED
PROPOSED MAXIMUM
TITLE OF EACH CLASS AMOUNT TO BE MAXIMUM OFFERING AGGREGATE AMOUNT OF
OF SECURITIES TO BE REGISTERED REGISTERED PRICE PER UNIT OFFERING PRICE REGISTRATION FEE
<S> <C> <C> <C> <C>
Common Stock, without par value 1,500,000 shs $32.625* $48,937,500* $5,209.98**
<FN>
* For purposes of calculation of registration fee only; calculation based on
average of the high and low prices reported on the New York Stock Exchange
Composite Tape as of August 5, 1996, pursuant to Rule 457(c).
** The prospectus contained in this Registration Statement relates in part to
shares of Common Stock registered under a prior registration statement on
Form S-3 filed as Registration No. 2-88307. In accordance with Rule 429,
1,036,891 shares registered under the prior registration statement are
being carried forward on this Registration Statement, and a filing fee of
$2,052 associated with such shares was previously paid with the prior
registration statement.
</TABLE>
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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>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL
PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH
JURISDICTION.
<PAGE>
P R O S P E C T U S
PEOPLES ENERGY CORPORATION
[LOGO]
DIRECT PURCHASE AND INVESTMENT PLAN
1,500,000 SHARES
COMMON STOCK
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Peoples Energy Corporation (the "COMPANY") hereby offers participation in
its Direct Purchase and Investment Plan (the "PLAN"). The Plan is designed to
provide individual investors with a convenient way to purchase shares of the
Company's common stock, without par value ("COMMON STOCK"), and to reinvest all,
none, or a portion of their dividends in Common Stock.
Participants in the Plan ("PARTICIPANTS") may:
- REINVEST ALL, NONE, OR A PORTION OF COMMON STOCK DIVIDENDS
- ENROLL IN DIRECT DEPOSIT OF DIVIDENDS NOT REINVESTED
- MAKE AN INITIAL INVESTMENT OF AT LEAST $250 AND OPTIONAL INVESTMENTS AT
ANY TIME THEREAFTER OF AT LEAST $25, UP TO A MAXIMUM OF $100,000 PER YEAR
- MAKE OPTIONAL INVESTMENTS BY MONTHLY ELECTRONIC FUNDS TRANSFER
- RECEIVE, UPON WRITTEN REQUEST, CERTIFICATES OF WHOLE SHARES CREDITED TO
THEIR PLAN ACCOUNTS
- DEPOSIT CERTIFICATES FOR SAFEKEEPING
- MAKE GIFTS OF SHARES FROM THEIR PLAN ACCOUNT
- SELL SHARES OF STOCK CREDITED TO THEIR PLAN ACCOUNT, PAYING A BROKERAGE
COMMISSION OF $0.08 PER SHARE AND ANY APPLICABLE TAXES
(continued on next page)
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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.
-------------------
The date of this Prospectus is , 1996
<PAGE>
Participants do not pay any fees for purchases of Common Stock or
reinvestment of dividends under the Plan. However, the Participant pays
brokerage commissions and any applicable taxes for sales of shares. (See "Fees,
Costs and Expenses")
EFFECTIVE NOVEMBER 1, 1996, THE PLAN REPLACES THE COMPANY'S DIVIDEND
REINVESTMENT AND STOCK PURCHASE PLAN DATED JULY 21, 1989. CURRENT PARTICIPANTS
IN THE DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN WILL AUTOMATICALLY CONTINUE
PARTICIPATION IN THE NEW PLAN.
Shares of Common Stock will be purchased under the Plan from newly issued
shares of the Company or in the open market, at the option of the Company. Any
open market purchases will be effected through an Independent Agent (as
hereinafter defined) selected by the Company. The Company's Common Stock is
listed on the New York Stock Exchange ("NYSE"), Chicago Stock Exchange and
Pacific Stock Exchange under the symbol "PGL". At present, it is anticipated
that the shares of Common Stock required for the Plan will be newly issued
shares acquired from the Company. (See "Use of Proceeds")
The purchase price for newly issued shares of Common Stock purchased from
the Company under the Plan for an Investment Date (as hereinafter defined) will
be the average, computed to four decimal places, of the high and low sale prices
for the Common Stock on the Investment Date as reported on the NYSE Composite
Tape and published in THE WALL STREET JOURNAL. The price of shares of Common
Stock purchased or sold in the open market will be at such price or prices as
the Independent Agent determines in its sole discretion. The Company will pay
the costs of administration of the Plan, including any brokerage commission and
related fees incurred for the purchase of shares of Common Stock. The
Participant will bear the cost of brokerage commissions and applicable taxes
relating to the sale of shares of Common Stock.
To the extent required by applicable law in certain jurisdictions, shares of
Common Stock offered under the Plan to persons not presently holders of Common
Stock are offered only through such registered broker-dealer(s) in such
jurisdictions as may be appointed from time to time by the Administrator.
This Prospectus contains a summary of material provisions of the Plan and,
therefore, this Prospectus should be retained by Participants for future
reference.
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, proxy statements and other information can be
inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549; Suite 1400, 500
West Madison Street, Chicago, Illinois 60661; and Seven World Trade Center, New
York, New York 10048. Copies of such material can be obtained from the Public
Reference Section of the Commission, Washington, D.C. 20549 at prescribed rates.
The Commission also maintains a web site on the Internet at http://www.sec.gov
that contains reports, proxy and information statements and other information
regarding registrants that file such documents electronically with the
Commission. The Common Stock of the Company is listed on the New York Stock
Exchange, the Chicago Stock Exchange and the Pacific Stock Exchange, and
reports, proxy statements and other information concerning the Company also may
be inspected at the offices of such exchanges.
The Company has filed with the Commission a Registration Statement on Form
S-3 (herein, together with all exhibits and schedules, referred to as the
"REGISTRATION STATEMENT") under the Securities Act with respect to the Common
Stock offered hereby. This Prospectus does not contain all the information set
forth in the Registration Statement, certain parts of which are omitted in
accordance with the rules and regulations of the Commission. For further
information, reference is hereby made to the Registration Statement. The
information so omitted may be obtained from the Commission's principal office in
Washington, D.C. upon payment of the fees prescribed by the Commission.
2
<PAGE>
THE COMPANY
The Company is solely a holding company and does not engage directly in any
business of its own. Income is derived principally from the Company's utility
subsidiaries, The Peoples Gas Light and Coke Company ("PEOPLES GAS") and North
Shore Gas Company ("NORTH SHORE GAS"). The Company was incorporated in 1967
under the Illinois Business Corporation Act and has its principal executive
offices at 130 East Randolph Drive, Chicago, Illinois 60601-6207. The Company
has no employees of its own.
Peoples Gas, an operating public utility, is engaged primarily in the
purchase, storage, distribution, sale, and transportation of natural gas. It has
approximately 840,000 residential, commercial, and industrial retail sales and
transportation customers within the City of Chicago. Peoples Gas had 2,989
employees at September 30, 1995.
North Shore Gas, an operating public utility, is engaged primarily in the
purchase, storage, distribution, sale, and transportation of natural gas. It has
about 133,000 residential, commercial, and industrial retail sales and
transportation customers within its service area of approximately 275 square
miles, located in Northeastern Illinois. North Shore Gas had 244 employees at
September 30, 1995.
Peoples District Energy Corporation, a wholly owned subsidiary of the
Company, is a 50 per cent participant in a partnership that provides district
energy services to the McCormick Place exposition and convention center in
Chicago, Illinois. Neither the partnership nor its partners are regulated as a
public utility.
Three other wholly owned non-utility subsidiaries of the Company are Peoples
Energy Services Corporation, Peoples NGV Corp. and Peoples Energy Resources
Corporation. Peoples Energy Services Corporation offers natural gas and energy
management related services. Peoples NGV Corp. is a participant in a partnership
that was formed to develop on-site fueling services for natural gas-powered
fleet vehicles. Peoples Energy Resources Corporation was formed to engage in
various energy-related businesses.
DESCRIPTION OF THE PLAN
The following summary of the material terms and provisions of the Plan does
not purport to be a complete description and is qualified by reference to the
Plan, which is attached as an exhibit to the Registration Statement.
PURPOSE
The purpose of the Plan is to provide current and potential investors with a
convenient way to purchase shares of Common Stock of the Company and to reinvest
all or a portion of their dividends in shares of the Company's Common Stock
without payment of any brokerage commission. Participants will bear a charge for
brokerage commissions and any applicable taxes with respect to sales of shares
of Common Stock under the Plan. Nothing contained in this Prospectus or in other
Plan information represents a recommendation by the Company or anyone else that
any person buy or sell Common Stock. A decision to participate in the Plan
should be made only after an investor has independently made the necessary
investment decision regarding the Common Stock.
The value of Common Stock may increase or decrease. A Participant's account
in the Plan is not insured by the Securities Investor Protection Corporation,
the Federal Deposit Insurance Corporation, or any other entity.
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<PAGE>
KEY FEATURES OF THE PLAN
Following are some of the features of the Plan which are more fully
described in this prospectus:
- PERSONS NOT PRESENTLY HOLDING ANY SHARES OF COMMON STOCK OF THE COMPANY
MAY MAKE A DIRECT INITIAL INVESTMENT IN COMMON STOCK OF NO LESS THAN $250
AND NO MORE THAN $100,000
- PARTICIPANTS MAY MAKE ADDITIONAL INVESTMENTS IN COMMON STOCK BY MAKING
OPTIONAL CASH INVESTMENTS BY CHECK OR ELECTRONIC FUNDS TRANSFER OF NOT
LESS THAN $25 PER PAYMENT NOR MORE THAN $100,000 PER YEAR
- PARTICIPANTS MAY ACQUIRE ADDITIONAL SHARES OF COMMON STOCK BY REINVESTING
ALL OR A PORTION OF CASH DIVIDENDS PAID
- PARTICIPANTS MAY RECEIVE CASH DIVIDENDS ON ANY OR ALL SHARES OF COMMON
STOCK BY CHECK OR ELECTRONIC DEPOSIT TO A DESIGNATED ACCOUNT
- PARTICIPANTS MAY DEPOSIT CERTIFICATES REPRESENTING SHARES OF COMMON STOCK
INTO THE PLAN FOR SAFEKEEPING
- PARTICIPANTS MAY RECEIVE, UPON WRITTEN REQUEST, CERTIFICATES FOR WHOLE
SHARES OF COMMON STOCK CREDITED TO THEIR PLAN ACCOUNT
- PARTICIPANTS MAY PURCHASE OR TRANSFER SHARES OF COMMON STOCK AS A GIFT FOR
OTHERS
- PARTICIPANTS MAY SELL, THROUGH THE PLAN, COMMON STOCK CREDITED TO THEIR
PLAN ACCOUNTS
- PARTICIPANTS HAVE FULL SHARE RIGHTS WITH RESPECT TO WHOLE SHARES IN THEIR
PLAN ACCOUNTS, INCLUDING THE POWER TO VOTE AND THE POWER TO SELL SHARES
HELD IN THE PLAN.
THE COMPANY WILL PAY ALL FEES ASSOCIATED WITH THE ABOVE FEATURES EXCEPT FOR
A BROKERAGE FEE OF $0.08 PER SHARE FOR THE SALE OF STOCK CREDITED TO THE
PARTICIPANT'S ACCOUNT AND ANY APPLICABLE TAXES ASSOCIATED WITH THE SALE.
PLAN ADMINISTRATOR
Administration of the Plan will be conducted by the individual (who may be
an employee of the Company), bank, trust or other entity (including the Company)
appointed from time to time by the Company to act as administrator of the Plan
(the "ADMINISTRATOR"). The Company, through its Shareholder Services Department,
is the initial Administrator and is responsible for administering the Plan,
receiving all cash investments made by Participants, maintaining records of each
Participant's account activities, issuing statements of account and performing
other clerical and ministerial duties related to the Plan. The Administrator
will prepare appropriate authorization forms for Participants to enroll in,
effect transactions under and terminate participation in the Plan
("AUTHORIZATION FORMS"). The Administrator or its nominee, as custodian, will
hold one or more certificates registered in its name, representing the aggregate
number of whole shares of Common Stock purchased under or deposited for
safekeeping into the Plan and credited to the Participants' accounts. The
Administrator will promptly transmit Initial Investments and Optional Cash
Investments into a segregated escrow account at a bank (the "ESCROW ACCOUNT") or
to an agent selected by the Company (the "INDEPENDENT AGENT") that is
independent of the Company. The Independent Agent is a registered broker-dealer
or bank as defined in Section 3(a)(6) of the Exchange Act responsible for
purchasing and selling shares of Common Stock in the open market for the
Participants' accounts in accordance with the provisions of the Plan. (See
"Investment Dates" and "Purchase of Shares").
4
<PAGE>
ELIGIBILITY
Any interested person or entity making an Initial Investment (as defined
below) of at least $250 and all registered shareholders of the Company are
eligible to participate in the Plan, provided such person or entity fulfills the
prerequisites for enrollment in the Plan described under "Plan Enrollment".
PLAN ENROLLMENT
EFFECTIVE NOVEMBER 1, 1996, THIS PLAN REPLACES THE COMPANY'S DIVIDEND
REINVESTMENT AND STOCK PURCHASE PLAN DATED JULY 21, 1989. Holders of Common
Stock currently participating in the Company's Dividend Reinvestment and Stock
Purchase Plan will automatically be Participants in the Plan without submitting
a new Authorization Form. However, participants who wish to change their
participation in any way (E.G., from full to partial reinvestment) must submit
new Authorization Forms after receiving this Prospectus.
After being furnished with a copy of this Prospectus, registered or record
shareholders not currently participating in the Plan may join the Plan at any
time by completing and signing an Authorization Form and providing such other
items and documentation as may be required by the Administrator. Requests for
Authorization Forms, as well as other Plan forms and this Prospectus, should be
made in writing to the Administrator's address, or by calling the Administrator
at the toll free number, listed below under "Correspondence".
Eligible applicants who are not registered or record shareholders of Common
Stock may enroll in the Plan by completing and returning the Authorization Form
with an initial investment of not less than $250 and not more than $100,000,
which will be used to purchase Common Stock for the applicant's account
("Initial Investment"). Investments may be made by personal check or money order
payable to "PEC Direct Purchase and Investment Plan". PLEASE DO NOT SEND CASH.
Applicants become enrolled in the Plan upon the crediting of shares to their
Plan accounts.
NO INITIAL INVESTMENTS FROM APPLICANTS WHO ARE NOT SHAREHOLDERS OF THE
COMPANY WILL BE ACCEPTED BY THE ADMINISTRATOR PRIOR TO NOVEMBER 1, 1996.
As is the case with Optional Cash Investments described below, payments for
Initial Investments received and held for investment under the Plan will not
earn interest and do not receive dividends prior to investment of such payments
in Common Stock. (See "Investment Dates")
DIVIDEND REINVESTMENT OPTIONS
The Authorization Form allows the Participant to choose from the following
reinvestment options:
FULL DIVIDEND REINVESTMENT -- Cash dividends on all certificated shares
held by a Participant and on all book-entry shares credited to the
Participant's Plan account are reinvested to purchase additional shares of
Common Stock. Optional Cash Investments may be made at any time. Applicants
who are not registered or record shareholders must elect Full Dividend
Reinvestment until the applicant's Initial Investment has been invested in
Common Stock.
PARTIAL DIVIDEND REINVESTMENT -- The Participant receives cash dividends
on a specified number of shares of Common Stock and reinvests the cash
dividends on the remainder of his or her shares. The shares specified to
receive cash dividends may be made up of a combination of certificated and
book-entry shares credited to the Plan account.
5
<PAGE>
Participants may elect to have cash dividend payments that are not
reinvested paid to them by check or through electronic direct deposit.
Optional Cash Investments may be made at any time. Partial Dividend
Reinvestment is not available to applicants who are not registered or record
shareholders until the applicant's Initial Investment has been invested in
Common Stock.
OPTIONAL CASH INVESTMENTS ONLY -- The Participant receives cash
dividends on all shares credited to the Participant's account. Certificated
shares are held by the Participant and book-entry shares are held by the
Plan for the account of the Participant. Optional Cash Investments may be
made at any time.
The reinvestment of dividends under either of the Full Dividend Reinvestment
or Partial Dividend Reinvestment options will commence with the first dividend
payable after the dividend record date following the Participant's enrollment.
Dividend record dates are publicly announced by the Company and are generally on
or about the 22nd day of March, June, September and December. Dividends will be
paid on full shares and proportionately on fractional share equivalents in
Participants' accounts.
OPTIONAL CASH INVESTMENTS
Once an investor is enrolled in the Plan, additional investments may be made
of at least $25 per "Investment Date" (as defined below) up to $100,000 per year
("OPTIONAL CASH INVESTMENTS"). Additional purchases may be made either by
electing the Automatic Electronic Investments feature, as described below, or by
mailing to the Administrator a completed optional investment form (attached to a
Participant's account statement) and a personal check or money order payable to
"PEC Direct Purchase and Investment Plan". PLEASE DO NOT SEND CASH. There is no
obligation to make Optional Cash Investments and the amount and timing of such
investments can vary from time to time.
As is the case with Initial Investments in the Plan, Optional Cash
Investment payments received and held for investment under the Plan will not
earn interest and do not receive dividends prior to investment in Common Stock.
(See "Investment Dates")
AUTOMATIC ELECTRONIC INVESTMENTS
Participants may make Optional Cash Investments of not less than $25 nor
more than the annual limit of $100,000 by monthly electronic fund transfers from
a predesignated United States account ("AUTOMATIC ELECTRONIC INVESTMENTS").
Automatic Electronic Investments may be made from accounts at any bank, savings
association, credit union, or other financial institution that participates in
the National Automated Clearing House Network.
To initiate Automatic Electronic Investments, the Participant must complete
and sign an Authorization Form for Automatic Electronic Investment and return it
together with a voided blank check or deposit slip for the account from which
the funds are to be drawn. Authorization Forms will be processed and will become
effective as promptly as practicable. To be effective with respect to a
particular Investment Date, however, the Automatic Electronic Investment
authorization documents must be received by the Administrator at least five
Business Days preceding the date of the desired electronic transfer of funds. As
used in this Prospectus, a "BUSINESS DAY" means any day, other than a Saturday
or Sunday, on which banking institutions in Chicago, Illinois and New York, New
York are not required or authorized to remain closed and on which the NYSE and
the Company's principal office are not closed.
6
<PAGE>
Once Automatic Electronic Investments are initiated, funds will be drawn
from the Participant's designated account on the tenth day of each month (or, if
the tenth day is not a Business Day, then the first Business Day thereafter),
and will be invested in Common Stock on the next Investment Date following the
date such funds are drawn.
Participants may change the amounts of their future Automatic Electronic
Investments by completing and submitting to the Company a new Authorization
Form. Automatic Electronic Investments may be terminated by notifying the
Administrator in writing.
DIRECT DEPOSIT OF DIVIDENDS NOT REINVESTED
Participants who elect not to reinvest all dividends may receive the
dividends not reinvested by electronic deposit to their United States bank,
savings and loan, or credit union. To receive direct deposit of dividends,
Participants must complete and sign a direct deposit Authorization Form and
return it to the Administrator. Changes in designated direct deposit accounts
may be made at any time upon receipt of written instructions by the
Administrator.
REFUNDS OF INITIAL INVESTMENT AND OPTIONAL CASH INVESTMENTS
Upon written request, the Administrator will refund the Participant's
Initial Investment or any Optional Cash Investments, provided such request is
received by the Administrator at least five Business Days prior to the
Investment Date following receipt of funds. However, no refund of checks or
money orders will be made until the funds have been actually collected by the
Administrator. If such request for refund is not received at least five Business
Days before the next Investment Date following the Administrator's receipt of
funds, the funds will be invested in Common Stock on the Investment Date.
Funds for investments pending purchase of Common Stock will be credited to
the Participant's account and held in the Escrow Account. Funds for Initial
Investments or Optional Cash Investments that are not invested within 35 days of
receipt will be returned promptly to the Participant.
INVESTMENT DATES
Investment Dates will generally be the 1st and the 15th of the month, or, if
such date is not a Business Day, then the first Business Day after such date;
provided, however, that during a dividend payment month the Investment Date will
be the 1st of the month and the dividend payment date. The Company's dividend
payment dates are normally the 15th day of January, April, July and October. If
shares of Common Stock are purchased on the open market, and if, in the
discretion of the Independent Agent, it is not practicable to make all such
purchases required under the Plan on a particular Investment Date, the purchases
will be made as soon as practicable thereafter.
Funds received from applicants or Participants for investment under the Plan
will not earn interest and do not receive dividends prior to investment thereof
in Common Stock. Therefore, it is in the Participant's interest to mail payments
for an Initial Investment or Optional Cash Investment so that it is received by
the Administrator shortly, but not less than three Business Days, before an
Investment Date. To receive dividends, Initial Investments and Optional Cash
Investments must be received and invested on an Investment Date prior to the
record date.
PURCHASE OF SHARES
The Administrator may acquire shares of Common Stock on behalf of the
Participants under the Plan either: (a) by purchases of newly issued shares from
the Company; or (b) by
7
<PAGE>
purchases through the Independent Agent on the open market, i.e., on any
securities exchange where Common Stock is traded, on the over-the-counter market
or by negotiated transactions. The Independent Agent may make such open market
purchases on such terms as to price, delivery and otherwise as the Independent
Agent may determine in its sole discretion, and neither the Company, the
Administrator (if it is not the Independent Agent) nor any Participant will have
any authority or power to direct the time or price at which Common Stock may be
purchased or sold or the selection of the broker or dealer (other than the
Independent Agent, in the case of the Administrator) through or from whom
purchases and sales may be made, except that such purchases must be made in
accordance with the terms of the Plan. The Company may not change its
determination that Common Stock will be purchased for Participants directly from
the Company or on the open market more than once in any three month period.
Furthermore, the Company will not exercise such right absent a determination by
its Board of Directors or chief financial officer that the Company's need to
raise additional capital has changed or there is another valid reason for the
change.
The Independent Agent may commingle each Participant's funds with those of
other Participants for the purpose of executing purchases and may offset
purchases of shares against sales of shares to be made for Participants under
the Plan. Neither the Company nor any affiliated purchasers will exercise any
direct or indirect control or influence over the times when or prices at which
the Independent Agent may purchase Common Stock for the Plan or the amounts of
shares to be purchased.
When newly issued shares of Common Stock are purchased from the Company by
the Administrator for Participants under the Plan, the purchase price of such
shares will be the average of the high and low sale prices for the Common Stock
on the Investment Date as reported on the NYSE Composite Tape and published in
THE WALL STREET JOURNAL. The price will be calculated to four decimal places.
When shares of Common Stock are purchased in the open market, the price per
share to the Participant will be the weighted average purchase price, calculated
to four decimal places, of shares acquired on the open market by the Independent
Agent with respect to the applicable Investment Date. The Company will pay all
administrative costs and expenses associated with the Plan and the cost of
brokerage commissions on all purchases of Common Stock. Participants will bear
the cost of brokerage commissions ($0.08 per share) and any applicable taxes
incurred on all sales of shares of Common Stock.
Under the Plan, Participants do not have the ability to order the purchase
of a specific number of shares, the purchase of shares at a specified price or a
particular date of purchase, as could be done by means of purchasing shares
through a broker.
Notwithstanding anything herein or in the Plan to the contrary, no more than
35 days will elapse between a dividend payment date and the date dividend funds
for that dividend are invested in Common Stock or paid to Participants under the
Plan. Funds for Initial Investments or Optional Cash Investments that are not
invested within 35 days after receipt will be returned promptly to the
Participants.
SALE OF SHARES
Participants may sell all or part of the Common Stock credited to their
account by furnishing the Company with written instructions, signed by all
registered holders of such shares. If the sale is for less than all of the
shares in the Participant's account, only whole
8
<PAGE>
shares may be sold, not fractional shares. The Independent Agent cannot sell for
the Participant any certificated shares that the Participant is holding unless
such shares are first deposited with the Administrator for safekeeping.
Sales for Participants are made as soon as practicable after the
Administrator receives written instructions from the Participant. Requests to
sell Plan shares will be aggregated and processed at least once a week by the
Independent Agent in its sole discretion on the open market at the prevailing
market prices.
When a Participant sells shares of Common Stock under the Plan, the price
per share the Participant receives will be the average of the proceeds from all
shares of Common Stock sold by the Independent Agent during the applicable sales
period, less brokerage commission fees of $0.08 per share, and any applicable
taxes. Accounts with balances of less than one full share without any Optional
Cash Investments for three consecutive months will be closed and will be paid to
the Participant by check, less the brokerage commissions mentioned above and any
applicable taxes.
STOCK CERTIFICATES
All shares of Common Stock purchased under the Plan will be held by the
Administrator or its nominee in book-entry form. Participants may, however, at
any time and without charge, obtain a certificate for all or part of the full
shares credited to their Plan accounts by making a request in writing to the
Company.
CERTIFICATE SAFEKEEPING
Upon enrollment, or at any later time, Participants may take advantage of
the Plan's cost-free certificate safekeeping services. Some of the advantages of
certificate safekeeping are:
-- The risk associated with the loss of stock certificates is eliminated.
If certificates are lost or stolen, the owner cannot sell or transfer
them without first obtaining replacement certificates. This process could
take several weeks and results in cost and paperwork, for the owner and
the Company.
-- Certificates deposited in the Plan are treated in the same manner as
shares of Common Stock purchased through the Plan and may be conveniently
sold or transferred through the Plan.
To participate in Certificate Safekeeping, Participants must complete and
return a Certificate Safekeeping Form along with the Common Stock certificates,
unendorsed, that they wish to deposit via registered mail, return receipt
requested and properly insured. If a shareholder of the Company has lost any of
his or her certificates, such certificates must be replaced before participation
in the Certificate Safekeeping option. Certificate Safekeeping Forms, can be
obtained by contacting the Administrator in writing or by telephone. (See
"Correspondence")
TRANSFER OF SHARES HELD IN THE PLAN
Participants may change the ownership of all or part of their shares of
Common Stock held in the Plan through gifts (as more fully described below under
"Purchasing Gift Shares for Others"), a private sale, or otherwise, by mailing
to the Administrator a properly executed Stock Transfer Assignment Form (which
may be obtained from the Administrator or a financial institution), a signature
guarantee, and a letter or other written instruction.
9
<PAGE>
Unless otherwise instructed, the Administrator will retain the shares, and
enroll the transferee in 100% dividend reinvestment, provided the transferee is
eligible to participate. The transferee will receive a statement showing the
number of shares so transferred and held in his or her Plan account.
PURCHASING GIFT SHARES FOR OTHERS
A Participant may transfer from his or her Plan account shares of Common
Stock to another Participant's account or may purchase shares for others. If the
recipient is not a registered shareholder, an initial gift of five shares is
required to establish an account, or an initial investment purchase amount of
$150. A completed Authorization Form in the name of the recipient is also
required. If the recipient is already a Participant, an investment of at least
$25 may be made as a gift or a transfer of one full share may be made from the
donor's account. In either case, the recipient will automatically be enrolled in
full dividend reinvestment, unless otherwise specified. Gift notices are
available and can be sent directly to the recipient or to the donor.
CHANGING PLAN OPTIONS
Participants may change their Plan options, including changing the
reinvestment level (full, partial or none) of dividends, at any time by
providing written notice to the Administrator. The Administrator will accept
written notice from only the Participant or a person duly authorized by the
Participant.
Participants may cease to reinvest part or all of the dividends payable with
respect to shares held under the Plan and elect to receive such dividends by
check or electronic direct deposit. Such Participants may continue to hold
shares in book-entry form, as well as buy shares with Optional Cash Investments
or sell some or all of the shares in their Plan account.
FEES, COSTS AND EXPENSES
The Company will pay all administrative costs and expenses associated with
the Plan and the cost of brokerage commissions on all purchases of Common Stock.
Participants will bear the cost of brokerage commissions of $0.08 per share and
any applicable taxes incurred on all sales of shares of Common Stock. All fees
and charges are subject to change in the Company's discretion (acting through
its chief financial officer) upon notice to Participants.
TERMINATION OF PARTICIPATION
Participants may at any time terminate their participation in the Plan by
notifying the Administrator in writing. At the Participant's direction, a
certificate(s) and/or a check will be issued by the Company upon termination of
the participant's account.
When a Participant's Plan account is terminated and shares of Common Stock
in the Plan account are sold, the price per share the Participant receives will
be the average of the proceeds from all shares of Common Stock sold by the
Independent Agent during the applicable sales period, less brokerage commission
fees of $0.08 per share and any applicable taxes.
10
<PAGE>
AUTOMATIC TERMINATION OF PARTICIPATION
A Participant's enrollment in the Plan may be automatically terminated if
the Participant no longer holds any shares of record and the shares of Common
Stock in his or her account total less than one full share and no Optional Cash
Investments are made during a consecutive three month period. When a
Participant's Plan account is terminated and shares of Common Stock in the Plan
account are sold, the price per share the Participant receives will be the
average of the proceeds from all shares of Common Stock sold by the Independent
Agent during the applicable sales period, less brokerage commission fees of $.08
per share and any applicable taxes.
FEDERAL INCOME TAX EFFECTS
Generally, any cash dividend reinvested under the Plan will be taxable to a
Participant as if it has been received by the Participant, even though the
Participant does not actually receive the dividend in cash but, instead, uses it
to purchase shares of Common Stock under the Plan. As such, a Participant is
treated in the same manner as shareholders who are not Participants.
Brokerage fees incurred by the Administrator in purchasing shares of Common
Stock on the open market and which are paid by the Company will result in
additional dividend income to the Participant. An individual Participant's share
of those brokerage fees will be shown on the Form 1099DIV issued annually to
each shareholder. The amount of such brokerage fees will increase the
Participant's tax basis for shares acquired under the Plan. Thus, a
Participant's tax basis for shares of Common Stock acquired under the Plan with
reinvested dividends will be equal to the amount paid for the shares (i.e., the
amount of the reinvested dividend) plus the amount of any brokerage fees
included in the shareholder's income.
The above description may not be applicable to certain Participants, such as
tax-exempt entities (e.g., pension funds and IRAs) and foreign shareholders.
Participants should consult their own tax advisors concerning the tax
consequences applicable to their situations.
STATEMENTS
A detailed statement will be provided to Participants by the Company after
each quarterly dividend reinvestment and each month in which a purchase for an
Optional Cash Investment is made. The statement will report the amount invested
from (a) dividends paid on shares in the Participant's name, (b) the dividend on
all shares, full and fractional, in the Participant's Plan account and (c)
Optional Cash Investments, if any. The statement will also report the total
amount of dividends reinvested, the number of shares of Common Stock purchased,
the price per share at which such shares were purchased and the total number of
shares accumulated under the Plan.
VOTING OF SHARES
The proxy card forwarded to each Participant prior to any meeting of
shareholders of the Company will represent both the number of shares registered
in the Participant's name and the number of whole shares credited to the
Participant's Plan account; all such shares will be voted in accordance with the
instructions on the proxy card. If the proxy card is not returned, none of the
Participant's shares will be voted unless the Participant votes in person.
STOCK DIVIDENDS AND RIGHTS
Any Common Stock distributed by the Company as a stock dividend on shares
credited to the Participant's account under the Plan, or upon any split of such
shares, will be credited
11
<PAGE>
to the Participant's account. Stock dividends or splits distributed on all other
shares held by the Participant and registered in his or her own name will be
mailed directly to the Participant.
In a rights offering, a Participant will receive rights based upon the total
number of whole shares of Common Stock allocable to his or her Plan account. In
order to exercise any such right with respect to shares held in a Plan account,
a Participant must first request certificates for whole shares and then exercise
the rights in accordance with the procedures for record shareholders applicable
to such rights. The Company and/or the Administrator may establish additional
administrative procedures for such rights as it may deem necessary or
appropriate.
LIMITATIONS ON LIABILITY
Neither the Company, the Administrator (including the Company, if it is
acting as such) in administering the Plan nor any Independent Agent will be
liable for any act done in good faith or for the good faith omission to act in
connection with the Plan, including, without limitation, any claim of liability
arising out of failure to terminate a Participant's account upon the
Participant's death prior to receipt of written notice of such death, or with
respect to the prices at which shares of Common Stock are purchased or sold for
the Participant's account and the times when purchases and sales are made. In
addition, none of the Company, its directors, officers, employees or agents, the
Administrator or the Independent Agent shall in any way be liable with respect
to the price or performance of the Common Stock held under the Plan or for the
payment or amount of any future dividends on Common Stock. However, nothing
contained in this provision affects a Participant's right to bring a cause of
action based on alleged violations of federal securities laws.
CHANGES IN THE PLAN
The Company may, at any time and from time to time, in its sole discretion,
amend, modify, suspend or terminate the Plan in whole, in part, or with respect
to Participants in one or more jurisdictions, without the approval of
Participants. However, no such modification or amendment may make it possible
for any assets held in the accounts under the Plan to be used for any purpose
other than the benefit of the Participants.
All Participants will receive notice of any such amendment, modification,
suspension or termination. Upon termination of the Plan, certificates for whole
shares credited to a Participant's account under the Plan will be issued, and a
cash payment will be made for any fractional share.
The Company reserves the right to interpret and regulate the Plan from time
to time as it deems desirable or necessary in connection with the operation of
the Plan.
GOVERNING LAW
The terms and conditions of the Plan and its operation are governed by the
laws of the State of Illinois.
12
<PAGE>
CORRESPONDENCE
All inquiries and instructions concerning the Plan should be directed to:
Peoples Energy Corporation
Shareholder Services
P. O. Box 2000
Chicago, IL 60690-2000
Toll Free Number 1-800-901-8878
Fax (312) 240-4220
USE OF PROCEEDS
Since the purchase requirements of the Plan may be satisfied by either the
issuance of new shares of Common Stock by the Company or the purchase of shares
of Common Stock on the open market, the number of shares of Common Stock, if
any, that the Company will ultimately sell under the Plan, and the prices at
which such shares will be sold, is not known. If the shares are purchased on the
open market by the Independent Agent, the Company will not receive any proceeds.
If purchases of Common Stock are made directly from the Company, the Company
intends to use the net proceeds for general corporate purposes, including,
without limitation, the advance or contribution of funds to one or more of the
Company's subsidiaries to be used for their general corporate purposes,
including refinancing of outstanding indebtedness.
PLAN OF DISTRIBUTION
Shares of Common Stock offered under the Plan will be purchased from newly
issued shares of the Company or in the open market, at the option of the
Company. At present, it is anticipated that the shares of Common Stock required
for the Plan will be newly issued shares acquired from the Company. Participants
will be required to pay certain brokerage commissions and any applicable taxes
for sales of shares under the Plan. Other costs related to administration of the
Plan will be paid by the Company. (See "Fees, Costs and Expenses")
DESCRIPTION OF COMMON STOCK
The Company is authorized to issue 60,000,000 shares of Common Stock, of
which there were 34,951,938 issued and outstanding shares on August 1, 1996.
In addition to the Common Stock, there are authorized 5,000,000 shares of
preferred stock ("Preferred Stock"). The Board of Directors is authorized to
provide for issuance from time to time of such Preferred Stock in series and to
determine the provisions, if any, applicable to such series including, among
other things, the designation of and number of shares in each such series,
dividend rights, liquidation rights, redemption provisions, sinking fund
provisions, and conversion rights, if any. As to some or all of these matters,
the Preferred Stock may have rights prior to the Common Stock. To date, no
preferred shares have been issued.
The following is a brief summary of certain rights of the holders of the
Common Stock.
DIVIDEND RIGHTS. Subject to such preference as may be afforded Preferred
Stock, if such shares are issued, holders of Common Stock will be entitled to
receive dividends at such time
13
<PAGE>
and in such amounts as determined by the Board of Directors. There are no
limitations in any indentures or other agreements upon the payment of dividends
on, or the making of any distributions with respect to, shares of the Company.
VOTING RIGHTS. Each share of Common Stock has one vote on each question
voted upon at every meeting of shareholders. Shareholders have the right to
cumulative voting for the election of Directors. Under Illinois law, shares of
Preferred Stock, if issued, will have similar voting rights and, in addition,
would be entitled to vote as a class upon certain amendments to the Articles of
Incorporation.
LIQUIDATION RIGHTS. In liquidation, Preferred Stock, if issued, may have
rights prior to Common Stock. In such event, holders of Common Stock will be
entitled to share in the remaining assets in accordance with their respective
interests.
PREEMPTIVE RIGHTS. None.
LIABILITY TO ASSESSMENT. The outstanding shares of Common Stock are, and
the shares of Common Stock offered pursuant to this offering when issued and
sold will be, fully paid and non-assessable. Holders of the Common Stock are not
personally liable for any debts or obligations of the Company under the laws of
the State of Illinois.
LISTING. The outstanding shares of Common Stock are listed on the New York
Stock Exchange, the Chicago Stock Exchange and the Pacific Stock Exchange.
TRANSFER AGENTS AND REGISTRARS. The Company acts as transfer agent and
registrar for the Common Stock in Chicago, Illinois. Harris Trust and Savings
Bank, with offices in both Chicago and New York City, is the co-transfer agent
and registrar for the Common Stock .
COMMON STOCK PURCHASE RIGHTS. Each share of Common Stock entitles the
record holder thereof to a Common Stock Purchase Right. A description of the
Common Stock Purchase Rights is contained in the Company's registration
statement on Form 8-A dated May 1, 1996 for registration of the Common Stock
Purchase Rights pursuant to Section 12(b) of the Exchange Act and is
incorporated herein by reference.
EXPERTS
The financial statements and schedule for the year ended September 30, 1995
included in the Company's Annual Report on Form 10-K have been audited by Arthur
Andersen LLP, independent public accountants, as indicated in their report with
respect thereto and are incorporated herein by reference in reliance upon the
authority of said firm as experts in accounting and auditing in giving said
report.
LEGAL OPINIONS
The statements as to matters of law and legal conclusions under the
following headings in this Prospectus, with the exception of those noted in the
following paragraph, have been reviewed by Peter Kauffman, Assistant General
Counsel and an officer of the Company, and are stated upon the authority of such
counsel: "Description of the Plan" and "Description of Common Stock". Mr.
Kauffman owns shares of Common Stock, both directly and as a participant in
various employee benefit plans, and is eligible to participate in the Plan.
The statements as to matters of law and legal conclusions made under the
heading "Federal Income Tax Effects" contained herein are stated upon the
authority of Sidley & Austin, tax counsel for the Company.
14
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated in this Prospectus by reference:
1. The Annual Report of the Company on Form 10-K for the fiscal year ended
September 30, 1995.
2. The Quarterly Report of the Company on Form 10-Q for the quarters ended
December 31, 1995, March 31, 1996 and June 30, 1996.
3. The definitive Proxy Statement of the Company dated December 28, 1995,
in connection with the Annual Meeting of Shareholders held on February
23, 1996 (except the Report on Executive Compensation by the
Compensation-Nominating Committee of the Board of Directors and the
Performance Graph, which are not incorporated by reference herein).
4. The Company's Current Reports on Form 8-K dated April 29, 1996 and May
1, 1996.
5. The description of the Company's Common Stock Purchase Rights from the
registration statement on Form 8-A dated May 2, 1996, for registration of
Common Stock Purchase Rights pursuant to Section 12(b) of the Exchange
Act.
All documents filed with the Commission by the Company pursuant to Sections
13, 14 or 15(d) of the Exchange Act after the date of this Prospectus and prior
to the termination of the offering herein shall be deemed to be incorporated by
reference in this Prospectus and to be a part hereof from the date of filing of
such documents.
A copy of the Company's latest Annual Report to shareholders or of any of
the above documents, other than exhibits to such documents, unless such exhibits
are specifically incorporated by reference in the information that this
Prospectus incorporates, can be obtained without charge upon written or oral
request to Peoples Energy Corporation, Attention: Shareholder Services, 130 East
Randolph Drive, Chicago, Illinois 60601. Telephone 1-800-228-6888.
15
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
AVAILABLE INFORMATION...................................................................................... 2
THE COMPANY................................................................................................ 3
DESCRIPTION OF THE PLAN.................................................................................... 3
Purpose.................................................................................................. 3
Key Features of the Plan................................................................................. 4
Plan Administrator....................................................................................... 4
Eligibility.............................................................................................. 5
Plan Enrollment.......................................................................................... 5
Dividend Reinvestment Options............................................................................ 5
Optional Cash Investments................................................................................ 6
Automatic Electronic Investments......................................................................... 6
Direct Deposit of Dividends Not Reinvested............................................................... 7
Refunds of Initial Investment and Optional Cash Investments.............................................. 7
Investment Dates......................................................................................... 7
Purchase of Shares....................................................................................... 7
Sale of Shares........................................................................................... 8
Stock Certificates....................................................................................... 9
Certificate Safekeeping.................................................................................. 9
Transfer of Shares Held in the Plan...................................................................... 9
Purchasing Gift Shares for Others........................................................................ 10
Changing Plan Options.................................................................................... 10
Fees, Costs and Expenses................................................................................. 10
Termination of Participation............................................................................. 10
Automatic Termination of Participation................................................................... 11
Federal Income Tax Effects............................................................................... 11
Statements............................................................................................... 11
Voting of Shares......................................................................................... 11
Stock Dividends and Rights............................................................................... 12
Limitations on Liability................................................................................. 12
Changes in the Plan...................................................................................... 12
Governing Law............................................................................................ 12
Correspondence........................................................................................... 13
USE OF PROCEEDS............................................................................................ 13
PLAN OF DISTRIBUTION....................................................................................... 13
DESCRIPTION OF COMMON STOCK................................................................................ 13
EXPERTS.................................................................................................... 14
LEGAL OPINIONS............................................................................................. 14
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE............................................................ 15
</TABLE>
------------------------
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY DEALER OR AGENT.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR SOLICITATION BY ANYONE IN ANY
JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED 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 OF THE PLAN SINCE THE DATE OF THIS PROSPECTUS OR THAT
THE INFORMATION SET FORTH HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE
DATE HEREOF OR THE DATE OF FILING ANY DOCUMENTS INCORPORATED BY REFERENCE
HEREIN.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth all expenses in connection with the issuance
and distribution of the Common Stock being registered. All the amounts shown are
estimates, except the registration fee.
<TABLE>
<S> <C>
Registration fee............................................. $ 5,209.98
Blue Sky fees and expenses................................... 6,000.00
Fees and expenses of counsel................................. 5,500.00
Fees and expenses of accountants............................. 7,300.00
Printing expenses............................................ 40,500.00
Advertising, Postage and Miscellaneous....................... 26,500.00
-----------
Total...................................................... $ 91,009.98
-----------
-----------
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Pursuant to the Illinois Business Corporation Act and the registrant's
Articles of Incorporation and By-Laws, a director or officer of the registrant
is entitled, under specified circumstances, to indemnification by the registrant
for expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred in connection with any civil,
criminal, administrative or investigative action, suit or proceeding by reason
of the fact that such person is a director or officer. Indemnification is
generally available if the director or officer acted in good faith and in a
manner he or she reasonably believed to be in, or not opposed to, the best
interest of the registrant and, with respect to any criminal action or
proceeding, had no reasonable cause to believe the conduct was unlawful. In
general, unless a court specifically approves, indemnification is not available
if a director or officer does not meet these standards or, with respect to an
action or suit by or in the right of the registrant, if a director or officer is
adjudged to be liable for negligence or misconduct in the performance of such
person's duty to the registrant. The registrant is required under its Articles
of Incorporation and By-Laws to pay all expenses incurred by a director or
officer in defending such civil or criminal action, suit or proceeding in
advance of the final disposition thereof 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 the director or officer is not entitled to be indemnified by
the registrant. The foregoing statements are subject to the detailed provisions
of Section 8.75 of the Illinois Business Corporation Act and of the registrant's
Articles of Incorporation and By-Laws.
The registrant has purchased insurance designed to protect and indemnify the
registrant and its directors and officers in the event they are required to pay
any amounts arising from certain civil claims, including claims under the
Securities Act of 1933, which might be made against the registrant's directors
and officers by reason of any actual or alleged "breach of duty, neglect, error,
misstatement, misleading statement or omission actually or allegedly caused,
committed or attempted" while they are acting in their respective capacities as
directors or officers of the registrant.
The registrant's Articles of Incorporation provide that a director of the
registrant shall not be personally liable to the registrant or its shareholders
for monetary damages for breach of fiduciary duties as a director except (i) for
any breach of the director's duty of loyalty to the
II-1
<PAGE>
registrant, (ii) for acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law, (iii) under Section 8.65
of the Illinois Business Corporation Act or (iv) for any transaction from which
the director derived an improper personal benefit.
ITEM 16. EXHIBITS
Copies of the documents listed below which are identified with an asterisk
(*), if any, have heretofore been filed with the Securities and Exchange
Commission pursuant to the Securities Exchange Act of 1934 and/or the Securities
Act of 1933, as amended, and are incorporated herein by reference and made a
part hereof.
Except as otherwise indicated, the exhibits listed below are filed herewith
and made a part hereof.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
- ----------- ---------------------------------------------------------------------------------------------
<S> <C>
4 Peoples Energy Corporation Direct Purchase and Investment Plan
5 Opinion of Peter Kauffman, Assistant General Counsel for the Company.
8 Opinion of Sidley & Austin, tax counsel for the Company.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Sidley & Austin is contained in opinion of tax counsel filed as Exhibit 8.
23.3 Consent of Peter Kauffman, Assistant General Counsel of the Company, is contained in opinion
of counsel filed as Exhibit 5.
</TABLE>
ITEM 17. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
the registration statement. 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 end or the estimated maximum offering
range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration
Fee" table in the 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
II-2
<PAGE>
included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to section 13 or section
15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Peoples Energy
Corporation 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
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Chicago, the State of Illinois, on this 9th day
of August, 1996.
PEOPLES ENERGY CORPORATION
By /s/ RICHARD E. TERRY
-----------------------------------
Richard E. Terry
CHAIRMAN OF THE BOARD
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<C> <S> <C>
SIGNATURE TITLE DATE
- ------------------------------------------------------ ----------------------------- --------------------------
/s/ RICHARD E. TERRY
------------------------------------------- Chairman of the Board and August 7, 1996
Richard E. Terry Principal Executive Officer
/s/ KENNETH S. BALASKOVITS Vice President, Controller
------------------------------------------- and Principal Financial and August 7, 1996
Kenneth S. Balaskovits Accounting Officer
/s/ PASTORA SAN JUAN CAFFERTY
------------------------------------------- Director August 7, 1996
Pastora San Juan Cafferty
/s/ FRANKLIN A. COLE
------------------------------------------- Director August 7, 1996
Franklin A. Cole
/s/ J. BRUCE HASCH
------------------------------------------- President and Director August 7, 1996
J. Bruce Hasch
/s/ FREDERICK C. LANGENBERG
------------------------------------------- Director August 7, 1996
Frederick C. Langenberg
</TABLE>
II-4
<PAGE>
<TABLE>
<C> <S> <C>
SIGNATURE TITLE DATE
- ------------------------------------------------------ ----------------------------- --------------------------
/s/ HOMER J. LIVINGSTON, JR.
------------------------------------------- Director August 7, 1996
Homer J. Livingston, Jr.
/s/ WILLIAM G. MITCHELL
------------------------------------------- Director August 7, 1996
William G. Mitchell
/s/ EARL L. NEAL
------------------------------------------- Director August 7, 1996
Earl L. Neal
/s/ MICHAEL S. REEVES
------------------------------------------- Executive Vice President and August 7, 1996
Michael S. Reeves Director
/s/ RICHARD P. TOFT
------------------------------------------- Director August 7, 1996
Richard P. Toft
/s/ ARTHUR R. VELASQUEZ
------------------------------------------- Director August 7, 1996
Arthur R. Velasquez
</TABLE>
II-5
<PAGE>
REGISTRATION NO. -
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
PEOPLES ENERGY CORPORATION
DIRECT PURCHASE AND INVESTMENT PLAN
EXHIBITS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
EXHIBIT INDEX
Copies of the documents listed below which are identified with an asterisk
(*), if any, have heretofore been filed with the Securities and Exchange
Commission pursuant to the Securities Exchange Act of 1934 and/or the Securities
Act of 1933, as amended, and are incorporated herein by reference and made a
part hereof.
Except as otherwise indicated, the exhibits listed below are filed herewith
and made a part hereof.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
- ----------- --------------------------------------------------------------------------------------------------------
<S> <C>
4 Peoples Energy Corporation Direct Purchase and Investment Plan.
5 Opinion of Peter Kauffman, Assistant General Counsel for the Company.
8 Opinion of Sidley & Austin, tax counsel for the Company.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Sidley & Austin is contained in opinion of tax counsel filed as Exhibit 8.
23.3 Consent of Peter Kauffman, Assistant General Counsel of the Company, is contained in opinion of counsel
filed as Exhibit 5.
</TABLE>
<PAGE>
EXHIBIT 4
PEOPLES ENERGY CORPORATION
DIRECT PURCHASE AND INVESTMENT PLAN
(Approved by the Board of Directors August 7, 1996)
The Direct Purchase and Investment Plan (the "PLAN") described herein is
being offered by Peoples Energy Corporation (the "COMPANY") to interested
persons or entities and is designed to provide current and potential investors
with a convenient way to purchase shares of the Company's common stock, without
par value ("COMMON STOCK"), and to reinvest all or a portion of their dividends
in shares of Common Stock without payment of any brokerage commission or service
charge. Participants will bear a charge for brokerage commissions and any
applicable taxes with respect to sales of shares of Common Stock under the Plan.
1. PLAN ADMINISTRATOR
Administration of the Plan will be conducted by the individual (who
may be an employee of the Company), bank, trust or other entity (including the
Company) appointed from time to time by the Company to act as administrator of
the Plan (the "ADMINISTRATOR"). The Company, through its Shareholder Services
Department, is the initial Administrator and is responsible for administering
the Plan, receiving all cash investments made by participants in the Plan
("PARTICIPANTS"), maintaining records of each Participant's account activities,
issuing statements of account and performing other clerical and ministerial
duties related to the Plan. The Administrator will prepare appropriate
authorization forms for Participants to enroll in, effect transactions under
and terminate participation in the Plan ("AUTHORIZATION FORMS"). The
Administrator or its nominee, as custodian, will hold one or more certificates
registered in its name, representing the aggregate number of whole shares of
Common Stock purchased under or deposited for safekeeping into the Plan and
credited to the Participants' accounts. The Administrator will promptly
transmit Initial Investments and Optional Cash Investments into a segregated
escrow account at a bank (the "ESCROW ACCOUNT") or to an agent selected by the
Company (the "INDEPENDENT AGENT") that is independent of the Company. The
Independent Agent shall be a registered broker-dealer or bank, as defined in
Section 3(a)(6) of the Securities Exchange Act of 1934, as amended, responsible
for purchasing and selling shares of Common Stock in the open market for the
Participants' accounts in accordance with the provisions of the Plan.
2. ELIGIBILITY
Any interested person or entity making an Initial Investment of at
least $250 and all registered shareholders of the Company are eligible to
participate in the Plan, provided such person or entity fulfills the
prerequisites for enrollment in the Plan described in Section 4, "Plan
Enrollment".
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3. EFFECTIVE DATE; TRANSITION FROM FORMER PLAN.
This Plan shall become effective November 1, 1996, and shall on that
date replace the Peoples Energy Corporation Dividend Reinvestment and Stock
Purchase Plan dated July 21, 1989 (the "FORMER PLAN"). Current participants in
the Former Plan will automatically continue as participants in the Plan without
submitting a new Authorization Form. However, Participants who wish to change
their participation in any way (E.G., from full to partial reinvestment) must
submit new Authorization Forms after receiving a copy of a securities prospectus
applicable to the Common Stock offered pursuant to the Plan. No Initial
Investments from applicants who are not shareholders of the Company will be
accepted by the Administrator prior to November 1, 1996.
4. PLAN ENROLLMENT
After being furnished with a copy of a securities prospectus
applicable to the Common Stock offered pursuant to the Plan, registered or
record shareholders not currently participating in the Plan may join the Plan at
any time by completing and signing an Authorization Form and providing such
other items and documentation as may be required by the Administrator. Requests
for Authorization Forms, as well as other Plan forms and a copy of the
prospectus for the Plan, should be made in writing to the Administrator's
address or by calling the Administrator at the toll free number listed in
Section 27, "Correspondence".
Eligible applicants who are not registered or record shareholders of
Common Stock may enroll in the Plan by completing and returning the
Authorization Form with an initial investment of not less than $250 and not more
than $100,000, which will be used to purchase Common Stock for the applicant's
account ("INITIAL INVESTMENT"). Investments may be made by personal check or
money order payable to "PEC Direct Purchase and Investment Plan". Applicants
and Participants should not send cash. Applicants become enrolled in the Plan
upon the crediting of shares to their Plan account.
Payments for Initial Investments received and held for investment
under the Plan will not earn interest and do not receive dividends prior to
investment of such payments in Common Stock.
5. DIVIDEND REINVESTMENT OPTIONS
The Authorization Form shall allow the Participant to choose from the
following reinvestment options:
FULL DIVIDEND REINVESTMENT - Cash dividends on all certificated shares held by a
Participant and on all book-entry shares credited to the Participant's Plan
account are reinvested to purchase additional shares of Common Stock. Optional
Cash Investments may be made at any time. Applicants who are not registered or
record shareholders must elect Full Dividend Reinvestment until the applicant's
Initial Investment has been invested in Common Stock.
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PARTIAL DIVIDEND REINVESTMENT - The Participant receives cash dividends on a
specified number of shares of Common Stock and reinvests the cash dividends on
the remainder of his or her shares. The shares specified to receive cash
dividends may be made up of a combination of certificated and book-entry shares
credited to the Plan account. Participants may elect to have cash dividend
payments that are not reinvested paid to them by check or through electronic
direct deposit. Optional Cash Investments may be made at any time. Partial
Dividend Reinvestment is not available to applicants who are not registered or
record shareholders until the applicant's Initial Investments has been invested
in Common Stock.
OPTIONAL CASH INVESTMENTS ONLY - The Participant receives cash dividends on all
shares credited to the Participant's account. Certificated shares are held by
the Participant and book-entry shares are held by the Plan for the account of
Participant. Optional Cash Investments may be made at any time.
The reinvestment of dividends under either of the Full Dividend
Reinvestment or Partial Dividend Reinvestment options will commence with the
first dividend payable after the dividend record date following the
Participant's enrollment. Dividends will be paid on full shares and
proportionately on fractional share equivalents in Participants' accounts.
6. OPTIONAL CASH INVESTMENTS
Once an investor is enrolled in the Plan, additional investments may
be made of at least $25 per Investment Date (as defined below) up to $100,000
per year ("OPTIONAL CASH INVESTMENTS"). Additional purchases may be made either
by electing the Automatic Electronic Investments feature, as described below, or
by mailing to the Administrator a completed optional investment form (attached
to a Participant's account statement) and a personal check or money order
payable to "PEC Direct Purchase and Investment Plan". There is no obligation to
make Optional Cash Investments and the amount and timing of such investments can
vary from time to time.
Optional Cash Investment payments received and held for investment
under the Plan will not earn interest and do not receive dividends prior to
investment in Common Stock.
7. AUTOMATIC ELECTRONIC INVESTMENTS
Participants may make Optional Cash Investments of not less than $25
nor more than the annual limit of $100,000 by monthly electronic fund transfers
from a predesignated United States account ("AUTOMATIC ELECTRONIC INVESTMENTS").
Automatic Electronic Investments may be made from accounts at any bank, savings
association, credit union, or other financial institution that participates in
the National Automated Clearing House Network.
To initiate Automatic Electronic Investments, the Participant must
complete and sign an Authorization Form for Automatic Electronic Investment and
return it together with a voided blank check or deposit slip for the account
from which the funds are to be drawn. Authorization Forms will be processed and
will become effective as promptly as practicable. To be effective
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with respect to a particular Investment Date, however, the Automatic Electronic
Investment authorization documents must be received by the Administrator at
least five Business Days preceding the date of the desired electronic transfer
of funds. As used herein, a "BUSINESS DAY" means any day, other than a Saturday
or Sunday, on which banking institutions in Chicago, Illinois and New York, New
York are not required or authorized to remain closed and on which the New York
Stock Exchange and the Company's principal office are not closed.
Once Automatic Electronic Investments are initiated, funds will be
drawn from the Participant's designated account on the tenth day of each month
(or, if the tenth day is not a Business Day, then the first Business Day
thereafter), and will be invested in Common Stock on the next Investment Date
following the date such funds are drawn.
Participants may change the amounts of their future Automatic
Electronic Investments by completing and submitting to the Company a new
Authorization Form. Automatic Electronic Investments may be terminated by
notifying the Administrator in writing.
8. DIRECT DEPOSIT OF DIVIDENDS NOT REINVESTED
Participants who elect not to reinvest all dividends may receive the
dividends not reinvested by electronic deposit to their United States bank,
savings and loan, or credit union. To receive direct deposit of dividends,
Participants must complete and sign a direct deposit Authorization Form and
return it to the Administrator. Changes in designated direct deposit accounts
may be made at any time upon receipt of written instructions by the
Administrator.
9. REFUNDS OF INITIAL INVESTMENT AND OPTIONAL CASH INVESTMENTS
Upon written request, the Administrator will refund the Participant's
Initial Investment or any Optional Cash Investments, provided such request is
received by the Administrator at least five Business Days prior to the
Investment Date following receipt of funds. However, no refund of checks or
money orders will be made until the funds have been actually collected by the
Administrator. If such request for refund is not received at least five
Business Days before the next Investment Date following the Administrator's
receipt of funds, the funds will be invested in Common Stock on the Investment
Date.
Funds for investments pending purchase of Common Stock will be
credited to the Participant's account and held in the Escrow Account. Funds for
Initial Investments or Optional Cash Investments that are not invested within
thirty-five (35) days of receipt will be returned promptly to the Participant.
10. INVESTMENT DATES
Investment Dates will generally be the 1st and the 15th of the month,
or, if such date is not a Business Day, then the first Business Day after such
date; provided, however, that during a dividend payment month the Investment
Date will be the 1st of the month and the dividend payment date. If shares of
Common Stock are purchased on the open market, and if, in the
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discretion of the Independent Agent, it is not practicable to make all such
purchases required under the Plan on a particular Investment Date, the purchases
will be made as soon as practicable thereafter.
Funds received from applicants or Participants for investment under
the Plan will not earn interest and do not receive dividends prior to investment
thereof in Common Stock. To receive dividends, Initial Investments and Optional
Cash Investments must be received and invested on an Investment Date prior to
the record date.
11. PURCHASE OF SHARES
The Administrator may acquire shares of Common Stock on behalf of the
Participants under the Plan either: (a) by purchases of newly issued shares from
the Company; or (b) by purchases through the Independent Agent on the open
market, i.e., on any securities exchange where Common Stock is traded, on the
over-the-counter market or by negotiated transactions. The Independent Agent
may make such open market purchases on such terms as to price, delivery and
otherwise as the Independent Agent may determine in its sole discretion, and
neither the Company, the Administrator (if it is not the Independent Agent) nor
any Participant will have any authority or power to direct the time or price at
which Common Stock may be purchased or sold or the selection of the broker or
dealer (other than the Independent Agent, in the case of the Administrator)
through or from whom purchases and sales may be made, except that such purchases
must be made in accordance with the terms of the Plan. The Company may not
change its determination that Common Stock will be purchased for Participants
directly from the Company or on the open market more than once in any three
month period. Furthermore, the Company will not exercise such right absent a
determination by its Board of Directors or chief financial officer that the
Company's need to raise additional capital has changed or there is another valid
reason for the change.
The Independent Agent may commingle each Participant's funds with
those of other Participants for the purpose of executing purchases and may
offset purchases of shares against sales of shares to be made for Participants
under the Plan. Neither the Company nor any affiliated purchasers will exercise
any direct or indirect control or influence over the times when or prices at
which the Independent Agent may purchase Common Stock for the Plan or the
amounts of shares to be purchased.
When newly issued shares of Common Stock are purchased from the
Company by the Administrator for Participants under the Plan, the purchase
price of such shares will be the average of the high and low sale prices for
the Common Stock on the Investment Date as reported on the New York Stock
Exchange Composite Tape and published in THE WALL STREET JOURNAL. The price
will be calculated to four decimal places.
When shares of Common Stock are purchased in the open market, the
price per share to the Participant will be the weighted average purchase price,
calculated to four decimal places, of shares acquired on the open market by the
Independent Agent with respect to the applicable Investment Date.
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Under the Plan, Participants do not have the ability to order the
purchase of a specific number of shares, the purchase of shares at a specified
price or a particular date of purchase, as could be done by means of purchasing
shares through a broker.
Notwithstanding anything herein to the contrary, no more than
thirty-five (35) days will elapse between a dividend payment date and the date
dividend funds for that dividend are invested in Common Stock or paid to
Participants under the Plan. Funds for Initial Investments or Optional Cash
Investments that are not invested within thirty-five (35) days after receipt
will be returned promptly to the Participants.
12. SALE OF SHARES
Participants may sell all or part of the Common Stock credited to
their account by furnishing the Company with written instructions, signed by all
registered holders of such shares. If the sale is for less than all of the
shares in the Participant's account, only whole shares may be sold, not
fractional shares. The Independent Agent cannot sell for the Participant any
certificated shares that the Participant is holding unless such shares are first
deposited with the Administrator for safekeeping.
Sales for Participants shall be made as soon as practicable after the
Administrator receives written instructions from the Participant. Requests to
sell Plan shares will be aggregated and processed at least once a week by the
Independent Agent in its sole discretion on the open market at the prevailing
market prices.
When a Participant sells shares of Common Stock under the Plan, the
price per share the Participant receives will be the average of the proceeds
from all shares of Common Stock sold by the Independent Agent during the
applicable sales period, less brokerage commission fees specified in Section 18
hereof and any applicable taxes.
13. STOCK CERTIFICATES
All shares of Common Stock purchased under the Plan will be held by
the Administrator or its nominee in book-entry form. Participants may, however,
at any time and without charge, obtain a certificate for all or part of the full
shares credited to their Plan accounts by making a request in writing to the
Company.
14. CERTIFICATE SAFEKEEPING
Upon enrollment, or at any later time, Participants may take advantage
of the Plan's cost-free certificate safekeeping services. To participate in
Certificate Safekeeping, Participants must complete and return a Certificate
Safekeeping Form along with the Common Stock certificates, unendorsed, that they
wish to deposit via registered mail, return receipt requested and properly
insured. If a shareholder of the Company has lost any of his or her
certificates, such certificates must be replaced before participation in the
Certificate Safekeeping option.
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Certificate Safekeeping Forms can be obtained by contacting the Administrator in
writing or by telephone as set forth in Section 27, "Correspondence".
Upon receipt of such shares, the Administrator will cancel the shares
and credit the Participant's account with the corresponding number of shares in
book entry form.
15. TRANSFER OF SHARES HELD IN THE PLAN
Participants may change the ownership of all or part of their shares
of Common Stock held in the Plan through gifts (as more fully described in
Section 16, "Purchasing Gift Shares for Others"), a private sale, or otherwise,
by mailing to the Administrator a properly executed Stock Transfer Assignment
Form (which may be obtained from the Administrator or a financial institution),
a signature guarantee, and a letter or other written instruction.
Unless otherwise instructed, the Administrator will retain the shares,
and enroll the transferee in 100% dividend reinvestment, provided the transferee
is eligible to participate. The Administrator will provide the transferee with
a statement showing the number of shares so transferred and held in his or her
Plan account.
16. PURCHASING GIFT SHARES FOR OTHERS
A Participant may transfer from his or her Plan account shares of
Common Stock to another Participant's account or may purchase shares for others.
If the recipient is not a registered shareholder, an initial gift of five shares
is required to establish an account, or an initial investment purchase amount of
$150. A completed Authorization Form in the name of the recipient is also
required. If the recipient is already a Participant, an investment of at least
$25 may be made as a gift or a transfer of one full share may be made from the
donor's account. In either case, the recipient will automatically be enrolled
in full dividend reinvestment, unless otherwise specified. Gift notices are
available and can be sent directly to the recipient or to the donor.
17. CHANGING PLAN OPTIONS
Participants may change their Plan options, including changing the
reinvestment level (full, partial or none) of dividends, at any time by
providing written notice to the Administrator. The Administrator will accept
written notice from only the Participant or a person duly authorized by the
Participant.
Participants may cease to reinvest part or all of the dividends
payable with respect to shares held under the Plan and elect to receive such
dividends by check or electronic direct deposit. Such Participants may continue
to hold shares in book-entry form, as well as buy shares with Optional Cash
Investments or sell some or all of the shares in their Plan account.
<PAGE>
18. FEES, COSTS AND EXPENSES
The Company will pay all administrative costs and expenses associated
with the Plan and the cost of brokerage commissions on all purchases of Common
Stock. Participants will bear the cost of brokerage commissions as set forth in
Schedule 1, attached hereto and made a part hereof, and any applicable taxes
incurred on all sales of shares of Common Stock. All fees and charges are
subject to change in the Company's discretion (acting through its chief
financial officer), upon notice to Participants. Such changes shall be effected
by attaching a replacement Schedule 1 to this Plan document bearing a later date
than the then current Schedule 1 attached hereto.
19. TERMINATION OF PARTICIPATION
Participants may at any time terminate their participation in the Plan
by notifying the Administrator in writing. At the Participant's direction, a
certificate(s) and/or a check will be issued by the Company upon termination of
the Participant's account.
When a Participant's Plan account is terminated and shares of Common
Stock in the Plan account are sold, the price per share the Participant receives
will be the average of the proceeds from all shares of Common Stock sold by the
Independent Agent during the applicable sales period, less brokerage commission
fees set forth in Section 18 and any applicable taxes.
20. AUTOMATIC TERMINATION OF PARTICIPATION
A Participant's enrollment in the Plan may be automatically terminated
if the Participant no longer holds any shares of record and the shares of Common
Stock in his or her account total less than one full share and no Optional
Cash Investments are made during a consecutive three month period. When a
Participant's Plan account is terminated and shares of Common Stock in the Plan
account are sold, the price per share the Participant receives will be the
average of the proceeds from all shares of Common Stock sold by the Independent
Agent during the applicable sales period, less brokerage commission fees as set
forth in Section 18 and any applicable taxes.
21. STATEMENTS
A detailed statement will be provided to Participants by the Company
after each quarterly dividend reinvestment and each month in which a purchase
for an Optional Cash Investment is made. The statement will report the amount
invested from (a) dividends paid on shares in the Participant's name, (b) the
dividend on all shares, full and fractional, in the Participant's Plan account
and (c) Optional Cash Investments, if any. The statement will also report the
total amount of dividends reinvested, the number of shares of Common Stock
purchased, the price per share at which such shares were purchased and the total
number of shares accumulated under the Plan.
<PAGE>
22. VOTING OF SHARES
The proxy card forwarded to each Participant prior to any meeting of
shareholders of the Company will represent both the number of shares registered
in the Participant's name and the number of whole shares credited to the
Participant's Plan account; all such shares will be voted in accordance with the
instructions on the proxy card. If the proxy card is not returned, none of the
Participant's shares will be voted unless the Participant votes in person.
23. STOCK DIVIDENDS AND RIGHTS
Any Common Stock distributed by the Company as a stock dividend on
shares credited to the Participant's account under the Plan, or upon any split
of such shares, will be credited to the Participant's account. Stock dividends
or splits distributed on all other shares held by the Participant and registered
in his or her own name will be mailed directly to the Participant.
In a rights offering, a Participant will receive rights based upon the
total number of whole shares of Common Stock allocable to his or her Plan
account. In order to exercise any such right with respect to shares held in a
Plan account, a Participant must first request certificates for whole shares and
then exercise the rights in accordance with the procedures for record
shareholders applicable to such rights. The Company and/or the Administrator
may establish additional administrative procedures for such rights as it may
deem necessary or appropriate.
24. LIMITATIONS ON LIABILITY
Neither the Company, the Administrator (including the Company, if it
is acting as such) in administering the Plan nor any Independent Agent will be
liable for any act done in good faith or for the good faith omission to act in
connection with the Plan, including, without limitation, any claim of liability
arising out of failure to terminate a Participant's account upon the
Participant's death prior to receipt of written notice of such death, or with
respect to the prices at which shares of Common Stock are purchased or sold for
the Participant's account and the times when purchases and sales are made. In
addition, none of the Company, its directors, officers, employees or agents, the
Administrator, the Independent Agent shall in any way be liable with respect to
the price or performance of the Common Stock held under the Plan or for the
payment or amount of any future dividends on Common Stock. However, nothing
contained in this provision affects a Participant's right to bring a cause of
action based on alleged violations of federal securities laws.
25. CHANGES IN THE PLAN
The Company may, at any time and from time to time, in its sole
discretion, amend, modify, suspend or terminate the Plan in whole, in part, or
with respect to Participants in one or more jurisdictions, without the approval
of Participants. However, no such modification or amendment may make it possible
for any assets held in the accounts under the Plan to be used for any purpose
other than the benefit of the Participants.
<PAGE>
All Participants will receive notice of any such amendment,
modification, suspension or termination. Upon termination of the Plan,
certificates for whole shares credited to a Participant's account under the Plan
will be issued, and a cash payment will be made for any fractional share.
The Company reserves the right to interpret and regulate the Plan from
time to time as it deems desirable or necessary in connection with the operation
of the Plan.
26. GOVERNING LAW
The terms and conditions of the Plan and its operation shall be
governed by the laws of the State of Illinois.
27. CORRESPONDENCE
All inquiries and instructions concerning the Plan should be directed
to:
Peoples Energy Corporation
Shareholder Services
P. O. Box 2000
Chicago, IL 60690-2000
Toll Free Number 1-800-901-8878
Fax (312) 240-4220
or such other address and telephone number as the Company may determine upon
notice to Participants.
<PAGE>
SCHEDULE 1
TO
DIRECT PURCHASE AND INVESTMENT PLAN
Brokerage commissions charged to Participants for the sale of shares of
Common Stock under the Plan shall be $0.08 per share.
Date of this Schedule 1: August 7, 1996
<PAGE>
Exhibit 5
[PEOPLES ENERGY LETTERHEAD]
August 12, 1996
Peoples Energy Corporation
130 East Randolph Drive
Chicago, Illinois 60601
Re: PEOPLES ENERGY CORPORATION DIRECT PURCHASE AND INVESTMENT PLAN
Ladies and Gentlemen:
Reference is made to the Registration Statement on Form S-3 (the
"Registration Statement") which has been prepared for filing with the Securities
and Exchange Commission under the Securities Act of 1933, as amended. In
connection with the registration by Peoples Energy Corporation (the "Company")
of 1,500,000 shares of common stock without par value (the "common stock") of
the Company for issuance and sale pursuant to the Company's Direct Purchase and
Investment Plan (the "Plan") as described in said Registration Statement, it is
my opinion as Assistant General Counsel of the Company that:
1. The Company is a corporation duly organized and existing under the
laws of the State of Illinois;
2. The number of shares of common stock which the Company is authorized
to issue is 60,000,000, of which, as of August 1, 1996, 34,951,938 shares, all
fully paid and non-assessable, are issued and outstanding;
3. No approval or authorization of, or registration or declaration with
any public regulatory body, state or federal, is required for the valid
authorization, issuance and sale of shares of common stock under and pursuant to
the Plan, except the registration effected by the Registration Statement, as
amended, and except any filings and approvals required under state securities or
blue sky laws; and
4. Subject to the effectiveness of the Registration Statement referred to
hereinabove and compliance with state blue sky or securities laws wherever
required to permit the valid offer and sale of the Company's common stock under
the Plan, said common stock, when issued in the manner contemplated by the
Registration Statement against receipt of payment therefor, will be legally
issued, fully paid and non-assessable.
<PAGE>
Peoples Energy Corporation
August 12, 1996
Page Two
In arriving at the foregoing opinions, I, or attorneys under my
supervision, have examined such corporate and other documents as I have deemed
necessary or appropriate to provide a basis for the foregoing opinions. In this
examination, I have assumed the genuineness of all signatures, the authenticity
of all documents submitted to me as original documents and conformity to the
original documents of all documents submitted to me as certified or photostatic
copies.
I hereby consent to the use of this opinion as an exhibit to the
Registration Statement on Form S-3 referred to hereinabove to be filed by the
Company under the Securities Act of 1933, as amended.
Very truly yours,
/s/ PETER KAUFFMAN
<PAGE>
Exhibit 8
[SIDLEY & AUSTIN LETTERHEAD]
August 9, 1996
Mr. Emmet P. Cassidy
Secretary and Treasurer
Peoples Energy Corporation
130 East Randolph Drive
24th Floor
Chicago, Illinois 60601
RE: PEOPLES ENERGY CORPORATION DIRECT PURCHASE
AND INVESTMENT PLAN (THE "PLAN")
------------------------------------------
Dear Mr. Cassidy:
You have requested our opinion with respect to the Federal income tax
consequences to participants in the Plan. A description of the Plan is
contained in the prospectus forming a part of the Registration Statement on
Form S-3 to be filed with the Securities and Exchange Commission with respect
to the Plan. Such description is incorporated herein by reference.
In our opinion the Federal income tax consequences to participants in the
Plan are as follows:
Generally, any cash dividend which is reinvested under the Plan will be
taxable to a participant as if it had been received by the participant, even
though the participant does not receive the dividend in cash, but, instead,
uses it to purchase shares under the Plan. As such, a participant is treated
in the same manner as a shareholder who is not a participant in the Plan.
Brokerage fees incurred by the administrator of the Plan in purchasing
shares of Peoples Energy Corporation common stock on the open market and which
are paid by Peoples Energy Corporation, will result in additional dividend
income to participants. A participant's share of these brokerage fees should
be shown on the Form 1099DIV issued annually to each shareholder. The amount
of such brokerage fees will increase the participant's tax basis for the
shares acquired under the Plan. Thus, a participant's tax basis for the
shares acquired under the Plan with reinvested dividends will be equal to the
amount paid for the shares (i.e. the amount of the reinvested dividend) plus
the amount of any brokerage fees included in the participant's income.
<PAGE>
Mr. Emmet P. Cassidy
August 9, 1996
Page 2
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement on Form S-3 to be filed by Peoples Energy Corporation
under the Securities Act of 1933, as amended, and further hereby consent to the
reference to our name in the prospectus comprising a part of such Registration
Statement under the caption "Legal Matters".
Very truly yours,
/s/ SIDLEY & AUSTIN
<PAGE>
Exhibit 23.1
[ARTHUR ANDERSEN LLP LETTERHEAD]
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-3 of our report dated
November 1, 1995 included in the Peoples Energy Corporation Form 10-K for the
year ended September 30, 1995 and to the reference to our firm in the
Registration Statement on Form S-3 under the caption "Experts".
/s/ ARTHUR ANDERSEN LLP
Arthur Andersen LLP
Chicago, Illinois
August 12, 1996
