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Registration Statement No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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PEOPLES ENERGY CORPORATION
(Exact name of issuer as specified in charter)
Illinois 36-2642766
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
130 East Randolph Drive
Chicago, Illinois 60601
(Address of Principal Executive Offices)
Peoples Energy Corporation
Directors Deferred Compensation Plan
(Full title of plan)
EMMET P. CASSIDY
Secretary and Treasurer
Peoples Energy Corporation
130 East Randolph Drive
Chicago, Illinois 60601
Telephone (312) 240-4288
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
maximum maximum Amount of
Title of securities Amount to be offering price aggregate registration
to be registered registered per unit* offering price* fee
Common Stock
without par value 100,000 shares $35.5625 $3,556,250 $1,226.29
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* For purposes of calculation of registration fee; calculation based on the
average high and low prices reported on the New York Stock Exchange
Composite Tape December 6, 1996, pursuant to Rule 457(c) and (h).
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PEOPLES ENERGY CORPORATION
REGISTRATION OF 100,000 SHARES
OF COMMON STOCK WITHOUT PAR VALUE
DIRECTORS DEFERRED COMPENSATION PLAN
The Directors Deferred Compensation Plan (the "Plan") was adopted by
the Board of Directors (the "Board") of Peoples Energy Corporation (the
"Company") effective as of December 3, 1971, and amended effective January 22,
1982 and October 3, 1984. The Plan was subsequently amended and restated and
approved by a majority of the shareholders of the Company effective February 28,
1992. Under the Plan, up to an aggregate of 100,000 shares of the Company's
common stock without par value ("Common Stock") may be purchased by directors of
the Company who are not employees of the Company or any subsidiary of the
Company through an election to defer all or a portion of their compensation
earned as a director of the Company in the form of cash and/or shares of Common
Stock. The Plan is not subject to the provisions of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), and is not a qualified plan
under Section 401(a) of the Internal Revenue Code of 1986, as amended (the
"Code").
Item 3. Incorporation of Certain Documents by Reference
The following documents filed by the Company with the Securities and
Exchange Commission (the "Commission") are incorporated in this Registration
Statement by reference:
1. The Annual Report of the Company on Form 10-K for the fiscal year
ended September 30, 1995.
2. The Quarterly Reports 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.
All documents filed with the Commission by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing of such
documents.
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Item 5. Interests of Named Experts and Counsel
The statements as to matters of law and legal conclusions under the
following headings in the Prospectus 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 Plan" (except for statements under
the sub-heading of "General" regarding the application of ERISA and Section
401(a) of the Code). Mr. Kauffman owns, or holds options for, shares of Common
Stock of the Company having a fair market value as of the date hereof in excess
of $50,000.
The statements as to matters of law and legal conclusions made under
the heading "Description of Plan" (sub-heading "General") with respect to the
application of ERISA and Section 401(a) of the Code and under the heading "Tax
Consequences" contained in the prospectus are stated upon the authority of
Sidley & Austin, tax counsel for the Company.
The financial statements and financial statement schedules included
or incorporated by reference in the Company's Annual Report on Form 10-K and
incorporated herein by reference have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their report with respect
thereto, and are included herein in reliance upon the authority of said firm as
experts in giving said reports.
Item 6. 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.
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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 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 8. Exhibits
The exhibits listed below are filed herewith and made a part hereof.
Exhibit
Number Description of Document
------ -----------------------
4 Peoples Energy Corporation Directors Deferred Compensation
Plan (as amended and restated effective February 28,
1992).
5.1 Opinion of Peter Kauffman, Assistant General Counsel for
the Company.
5.2 Opinion of Sidley & Austin, tax counsel for the Company.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Peter Kauffman, Assistant General Counsel for
the Company, is contained in the opinion of counsel filed
as Exhibit 5.1.
23.3 Consent of Sidley & Austin is contained in the opinion of
counsel filed as Exhibit 5.2.
3
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Item 9. 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 (the "Securities Act").
(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 a registered) and any deviation from the low or
high end of 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 effective registration statement.
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is on Form S-3, Form S-8 or Form F-3 and
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
(2) That, for purpose of determining any liability under the
Securities Act, 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.
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(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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.
(c) The undersigned registrant hereby undertakes to deliver or
cause to be delivered with the prospectus, to each person to whom the prospectus
is sent or given a copy of the latest annual report to security holders that is
incorporated by reference in the prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Exchange Act and,
where interim financial information required to be presented by Article 3 of
Regulation S-X are not set forth in the prospectus, to deliver, or cause to be
delivered to each person to whom the prospectus is sent or given, the latest
quarterly report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.
(d) Pursuant to the Illinois Business Corporation Act, as
amended, and the Articles of Incorporation and the By-Laws of the Company, a
director, officer or employee of the Company may be entitled, under certain
specified circumstances, to indemnification by the Company for liabilities
arising under the Securities Act. Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, Peoples Energy Corporation certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Chicago, State of
Illinois, on December 9, 1996.
PEOPLES ENERGY CORPORATION
By /s/ RICHARD E. TERRY
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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.
Signature Title
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/s/ RICHARD E. TERRY Chairman of the Board and Principal
- ----------------------------------------- Executive Officer
Richard E. Terry
/s/ KENNETH S. BALASKOVITS Vice President, Controller, and
- ----------------------------------------- Principal Financial and Accounting
Kenneth S. Balaskovits Officer
/s/ PASTORA SAN JUAN CAFFERTY Director
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Pastora San Juan Cafferty
/s/ FRANKLIN A. COLE Director
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Franklin A. Cole
/s/ J. BRUCE HASCH President and Director
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J. Bruce Hasch
/s/ FREDERICK C. LANGENBERG Director
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Frederick C. Langenberg
/s/ HOMER J. LIVINGSTON, JR. Director
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Homer J. Livingston, Jr.
/s/ WILLIAM G. MITCHELL Director
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William G. Mitchell
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/s/ EARL L. NEAL Director
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Earl L. Neal
/s/ MICHAEL S. REEVES Executive Vice President
- ----------------------------------------- and Director
Michael S. Reeves
/s/ RICHARD P. TOFT Director
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Richard P. Toft
/s/ ARTHUR R. VELASQUEZ Director
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Arthur R. Velasquez
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EXHIBITS INDEX
The exhibits listed below are filed herewith and made a part hereof.
Exhibit
Number Description of Document
------ -----------------------
4 Peoples Energy Corporation Directors Deferred Compensation
Plan (as amended and restated effective February 28, 1992).
5.1 Opinion of Peter Kauffman, Assistant General Counsel for the
Company.
5.2 Opinion of Sidley & Austin, tax counsel for the Company.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Peter H. Kauffman, Assistant General Counsel for
the Company, is contained in the opinion of counsel filed as
Exhibit 5.1.
23.3 Consent of Sidley & Austin is contained in the opinion of
counsel filed as Exhibit 5.2.
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EXHIBIT 4
DIRECTORS DEFERRED COMPENSATION PLAN
(AS AMENDED AND RESTATED EFFECTIVE FEBRUARY 28, 1992)
1. PURPOSE
The purpose of the Directors Deferred Compensation Plan (the "Plan")
is to attract and retain well-qualified persons who are not employees of Peoples
Energy Corporation (the "Company") or any of its subsidiaries for service as
directors of the Company by providing such persons with the opportunity to
defer, in cash and/or shares of the Company's common stock, all or a portion of
the compensation which they earn as directors of the Company.
2. ADMINISTRATION
The Board of Directors of the Company (the "Board") shall have the
authority to administer and interpret the provisions of the Plan and to
prescribe forms and promulgate rules and regulations with respect thereto. All
determinations of the Board with respect to the Plan shall be final and binding
upon all persons.
3. ELIGIBILITY
Directors of the Company who are not employees of the Company or any
of its subsidiaries are eligible to participate in the Plan.
4. SHARES AVAILABLE FOR ISSUANCE
Up to 100,000 authorized but unissued shares of the Company's common
stock, without par value (the "Common Stock") may be issued pursuant to the
Plan.
5. ELECTION TO DEFER
(a) An election to defer, or to cease to defer, compensation earned
as a director of the Company shall be effective only with respect to
compensation earned in the calendar year following the year in which the
election is made but in no event with respect to
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compensation earned within six months of the date on which the election is made.
An election to defer shall specify the form and timing of payment under the
Plan. All elections shall be in writing and shall be made on such forms and in
such manner as the Board may from time to time prescribe.
(b) An election shall be binding upon, and shall inure to the benefit of
the heirs, legatees and personal representatives of the participant and the
successors and assigns of the Company.
6. DEFERRAL OF COMPENSATION
(a) Each participant may, with respect to compensation earned as a
director of the Company, elect to have (i) all or a portion of such compensation
deferred and paid in cash in the manner set forth in subparagraphs 6(c) and 6(d)
below and/or (ii) all or a portion of such compensation deferred and paid in
shares of Common Stock in the manner set forth in subparagraphs 6(e) and 6(f)
below.
(b) A bookkeeping account shall be established for each participant.
The account shall reflect the amount of cash to which the participant is
entitled in accordance with subparagraph 6(c) below and/or the number of share
equivalents to which the participant is entitled in accordance with subparagraph
6(e) below.
(c) The account of a participant who elects to defer compensation in
the form of cash shall be credited with the dollar amount of compensation so
deferred on each date that the participant is entitled to payment for services
as a director. Interest on the cash balance of the account shall be computed
and credited quarterly on March 31, June 30, September 30 and
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December 31 of each year at the prime commercial rate in effect at Harris Trust
and Savings Bank, Chicago, Illinois.
(d) Payment to the participant in the form of cash shall be made in a
single payment on such date, or in such number of equal annual installments
commencing on such date, as provided in the participant's election.
(e) The account of a participant who elects to defer compensation in
the form of stock shall be credited with share equivalents on each date that the
participant is entitled to a payment for services as a director. The number of
share equivalents to be credited shall be determined by dividing the amount of
compensation so deferred by the mean price of a share of Common Stock on the New
York Stock Exchange on the date that the participant is entitled to a payment
for services as a director. Additional share equivalents shall be credited to
the participant's account on each date that the Company pays a dividend on the
Common Stock. The number of additional share equivalents so credited shall be
determined by dividing the dividend which would be paid on the number of shares
of Common Stock equal to the number of share equivalents credited to the
participant's account as of the dividend record date by an amount equal to the
mean price of a share of Common Stock on the New York Stock Exchange on the date
on which such dividend is paid to the Company's shareholders. In determining
the number of share equivalents to be credited to a participant's account in
accordance with this subparagraph 6(e), fractions of share equivalents shall be
computed to three decimal places.
(f) Payment to the participant in the form of shares of Common Stock
shall be made in whole shares in a single payment on such date, or in such
number of equal annual installments (or in installments as nearly equal as
possible without the issuance of fractional
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shares) commencing on such date, as provided in the participant's election. Any
fractional share to which the participant is entitled as of date of the single
payment or last installment shall be paid in cash.
7. PAYMENT IN THE EVENT OF PARTICIPANT'S DEATH
Neither the participant nor any other person claiming under the
participant shall have any right to the payment of any compensation deferred
under the Plan in advance of the schedule of payments as provided in the
participant's election except that:
(a) Any of the deferred compensation which shall not have been paid
to the participant during his or her lifetime shall be paid to the participant's
spouse, if any, who shall survive the participant or to such person or persons
other than such surviving spouse as the participant may designate in writing to
receive the same. The participant shall have the right during his or her
lifetime to designate and to change the designation of the person or persons to
whom the Company shall make any payments of deferred compensation remaining
unpaid at the death of the participant and to designate and to change the
designation of the timing of such payments. The Company shall rely upon the
last of such written designations in its possession in making any such payments.
(b) In the event of the death of the participant prior to his or her
receiving any deferred compensation, the single payment or installment payments
provided for in subparagraph 7(a) above shall be made or shall commence on the
first day of the second month following the month in which the death of the
participant occurred.
(c) Payments of deferred compensation required to be made to the
surviving spouse of the participant or to such other person or persons as the
participant may have
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designated in writing to the Company to receive the same pursuant to
subparagraphs 7(a) or 7(b) above shall be made in the same manner and, except as
provided in subparagraph 7(b) above, at the same time or times as such amount or
amounts would have been paid to the participant had he or she survived, as
provided in the participant's election.
(d) If any amount of the deferred compensation shall remain unpaid
upon the death of the last to survive of (i) the participant, (ii) the
participant's spouse, unless a person or persons other than the spouse has been
designated to receive the same, as provided in subparagraph 7(a) above, or (iii)
such other person or persons who may have been so designated, the Company shall
pay the aggregate amount thereof to the executor or administrator of the estate
of the last to survive of the following:
(i) the participant;
(ii) the participant's spouse, unless a person or persons other
than the spouse has been designated as provided in
subparagraph 7(a) above; or
(iii) any person theretofore receiving payments under a written
designation as in this paragraph 7 provided.
The words "person or persons" wherever they appear in this paragraph 7 are
intended and shall be construed for all purposes to include the estate of the
participant.
8. NO RIGHT OF ASSIGNMENT OR ACCELERATION
The right of the participant, the participant's spouse, or any other
person designated to receive deferred compensation is personal and, except as
provided in subparagraphs 7(a) and 7(b) above, is not subject to acceleration or
assignment. The Company shall have no
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liability for the payment of any of the deferred compensation to any other
person or in any other manner than is provided in this Plan.
9. AMENDMENT OR DISCONTINUANCE
The Board may amend, rescind or terminate the Plan as it shall deem
advisable; provided, however, that no change shall have a retroactive effect and
no change shall be made with respect to compensation deferred under the Plan
which would impair a participant's rights to such compensation without his or
her consent.
10. GOVERNING LAW
This plan and all determinations made and actions taken pursuant
hereto shall be governed by the laws of the State of Illinois pertaining to
contracts made and to be performed wholly within such jurisdiction, except as
federal law may apply.
11. ADJUSTMENT UPON CHANGES IN CAPITALIZATION
In the event there is any change in the Common Stock of the Company
through the declaration of stock dividends, or through recapitalization
resulting in stock split-ups, or combinations or exchanges of shares, or
otherwise, then the number of shares remaining available for issuance under the
Plan shall be appropriately adjusted. Appropriate adjustment shall also be made
to the number of shares to which a participant is entitled under the Plan.
12. EFFECTIVE DATE
This amendment and restatement of the Plan shall become effective upon
approval hereof by the holders of a majority of the Company's outstanding shares
of Common Stock provided such approval occurs within twelve months of the date
this amendment and restatement
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of the Plan is adopted by the Board. No shares of Common Stock shall be issued
pursuant to this Plan prior to compliance with requirements under applicable
laws and regulations.
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EXHIBIT 5.1
[PEOPLE ENERGY CORPORATION LETTERHEAD]
December 9, 1996
Peoples Energy Corporation
130 East Randolph Drive
Chicago, Illinois 60601
Re: Peoples Energy Corporation
Directors Deferred Compensation Plan
------------------------------------
Ladies and Gentlemen:
Reference is made to that certain Registration Statement on Form S-8
dated December 9, 1996 (the "Registration Statement") 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 100,000 shares of common stock of the Company reserved for
purchase by eligible directors of the Company pursuant to the Peoples Energy
Corporation Directors Deferred Compensation Plan (the "Plan"), it is the opinion
of the undersigned that:
1. The Company is a corporation duly organized and validly 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 November 15, 1996, 34,974,049 shares,
all fully paid and nonassessable, were 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 the common stock under and pursuant to the
Plan, except any filings and approvals required under state securities or blue
sky laws.
4. Subject to compliance with securities or blue sky laws of the several
states wherever required to permit the valid offer, issuance and sale of the
Company's common stock, said common stock, when issued and sold or granted in
the manner contemplated by the Registration Statement, will be legally issued,
fully paid and nonassessable shares of common stock of the Company.
In arriving at the foregoing opinions, I have supervised and participated
in preparing and amending the Plan. I have examined or caused to be examined
originals or copies of all such other agreements and instruments, certificates
of public officials and such other documents and
<PAGE>
Peoples Energy Corporation
December 9, 1996
Page 2
instruments, and have made or caused to be made such investigations of law and
fact as I have deemed relevant and necessary for the purpose of rendering the
foregoing opinions. In making such investigations and examinations, I have
assumed the genuineness of all signatures and the authenticity of all documents
submitted to me as originals and the conformity with the originals of all
documents submitted to me as copies.
I hereby consent to the use of this opinion as an exhibit to the
Registration Statement and further hereby consent to the reference to my name
under the heading "Interests of Named Experts and Counsel" in the Registration
Statement and under the heading "Legal Opinions" in the prospectus referred to
in the Registration Statement.
Very truly yours,
/s/ PETER KAUFFMAN
<PAGE>
EXHIBIT 5.2
[SIDLEY & AUSTIN LETTERHEAD]
December 9, 1996
Mr. Emmet P. Cassidy
Secretary and Treasurer
Peoples Energy Corporation
130 E. Randolph Dr., 24th Floor
Chicago, IL 60601
Re: Peoples Energy Corporation Directors Deferred
Compensation Plan (the "Plan")
---------------------------------------------
Dear Mr. Cassidy:
You have requested our opinion with respect to the applicability of
the provisions of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"), to the Plan, the status of the Plan under Section 401(a)
of the Internal Revenue Code of 1986, as amended (the "Code"), and the
Federal income tax consequences to participants and to Peoples Energy
Corporation (the "Company") of participation in the Plan by eligible
directors of the Company. A description of the Plan is contained in the
prospectus referred to in the Registration Statement on Form S-8 to be filed
by the Company with the Securities and Exchange Commission with respect to
the Plan. Such description is incorporated herein by reference.
We have examined the Plan, the relevant provisions of ERISA and the
Code, and the regulations issued thereunder, relevant rulings of the Internal
Revenue Service and such other documents, facts and law as we have deemed
relevant.
Based on applicable law and the assumptions set forth above, it is
our opinion that the Plan is not subject to the provisions of ERISA and is
not a qualified plan under Section 401(a) of the Code.
It is our further opinion that the Federal income tax consequences
to participants and to the Company of participation in the Plan by eligible
directors of the Company are as follows:
Compensation which is deferred in the form of cash by an eligible
director pursuant to an election made under the Plan will, together with the
interest credited thereon, be taxable as compensation income to the director at
the time such compensation is paid to the director, in the amount so paid.
Compensation which is deferred in the form of stock by an eligible
director pursuant to an election made under the Plan will, together with
dividend equivalents credited thereon, be taxable as compensation income to the
director at the time shares of common stock of the Company are distributed to
the director, in an amount equal to the fair market value of the shares of
common stock so distributed on the date of distribution plus the amount of any
cash payment representing fractional shares.
<PAGE>
Mr. Emmet P. Cassidy
December 9, 1996
Page 2
The Company will be entitled to a compensation deduction in the same
amount and at the same time as compensation income is taxable to a director.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement on Form S-8 to be filed by the Company under the
Securities Act of 1933, as amended, and further hereby consent to the reference
to our name in the prospectus referred to in such Registration Statement under
the caption "Legal Opinions".
Very truly yours,
/s/ SIDLEY & AUSTIN
SRS:wvd
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EXHIBIT 23.1
[LETTERHEAD]
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Form S-8 Registration Statement related to Peoples Energy
Corporation's (the "Company's") Directors Deferred Compensation Plan of our
report, dated November 1, 1995, included in the Company's annual report on Form
10-K for the year ended September 30, 1995, and to all references to our firm
included in this Registration Statement and the prospectus referred to in this
Registration Statement.
/S/ ARTHUR ANDERSEN LLP
Chicago, Illinois,
December 9, 1996
