Registration No. 2-88307
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 4
TO
REGISTRATION STATEMENT
ON FORM S-3
Under the Securities Act of 1933
PEOPLES ENERGY CORPORATION
(Exact name of registrant 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
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. [x]
PROSPECTUS SUPPLEMENT NO. 1 DATED MAY 2, 1996
(TO PROSPECTUS DATED JULY 21, 1989)
PEOPLES ENERGY CORPORATION
Dividend Reinvestment and
Stock Purchase Plan
THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING
SECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.
________________________________________________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR BY 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 SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
________________________________________________________________
I. AVAILABLE INFORMATION
Peoples Energy Corporation, (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 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 amendments,
exhibits and schedules, referred to as the "Registration
Statement") under the Securities Act with respect to the Common
Stock offered hereby. This Prospectus Supplement 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.
II. INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents filed by the Company with the
Commission are incorporated in the Prospectus and this
Prospectus Supplement 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 quarter ended December 31, 1995.
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.
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 for
registration of the Common Stock Purchase Rights
pursuant to Section 12(b) of the Exchange Act dated
May 2, 1996.
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 Supplement and prior to the
termination of the offering herein, shall be deemed to be
incorporated by reference in the Prospectus and this Prospectus
Supplement 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
the Prospectus or this Prospectus Supplement incorporates, can
be obtained without charge upon written or oral request from Mr.
E. P. Cassidy, Secretary, Peoples Energy Corporation, 24th
Floor, 130 East Randolph Drive, Chicago, Illinois 60601.
Telephone (312) 240-4288.
III. CHANGES TO PROSPECTUS DATED JULY 21, 1989
The Prospectus dated July 21, 1989 is amended to
incorporate the following change:
The information set forth under the caption "DESCRIPTION
OF STOCK" is restated in its entirety as follows:
DESCRIPTION OF STOCK
The Company is authorized to issue 60,000,000 shares of
Common Stock, without par value (herein sometimes called Common
Stock), of which there were 34,940,997 issued and outstanding
shares on May 2, 1996.
In addition to the Common Stock, there are authorized
5,000,000 shares of 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
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. Harris Trust and Savings
Bank, with offices in both Chicago and New York City, is the
transfer agent and registrar for the Common Stock of the
Company.
Common Stock Purchase Rights. On May 1, 1996 the Company
adopted a shareholder rights plan pursuant to which, effective
May 15, 1996, 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 for registration of
the Common Stock Purchase Rights pursuant to Section 12(b) of
the Exchange Act dated May 2, 1996 and is incorporated herein by
reference.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
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
case 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 16. Exhibits
The exhibits listed below are filed herewith and made a part hereof.
Exhibit
Number Description of Document
------- -----------------------
5 Opinion of Peter Kauffman, Assistant General Counsel
for the Company.
8 Opinion of Hopkins & Sutter, tax counsel for the
Company.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Hopkins & Sutter 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.
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 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.
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
Post-Effective Amendment No. 4 to the Registration Statement to
be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Chicago, and the State of Illinois,
on this first day of May, 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 Post-Effective Amendment No. 4 to the Registration
Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
--------- ----- ----
/s/ RICHARD E. TERRY Chairman of the Board and May 1, 1996
- ------------------------------ Principal Executive Officer
Richard E. Terry
/s/ KENNETH S. BALASKOVITS Vice President, Controller May 1, 1996
- ------------------------------ and Principal Financial and
Kenneth S. Balaskovits Accounting Officer
/s/ PASTORA SAN JUAN CAFFERTY Director May 1, 1996
- ------------------------------
Pastora San Juan Cafferty
/s/ FRANKLIN A. COLE Director May 1, 1996
- ------------------------------
Franklin A. Cole
/s/ J. BRUCE HASCH President and Director May 1, 1996
- ------------------------------
J. Bruce Hasch
/s/ FREDERICK C. LANGENBERG Director May 1, 1996
- ------------------------------
Frederick C. Langenberg
/s/ HOMER J. LIVINGSTON, JR. Director May 1, 1996
- ------------------------------
Homer J. Livingston, Jr.
/s/ EARL L. NEAL Director May 1, 1996
- -----------------------------
Earl L. Neal
/s/ MICHAEL S. REEVES Executive Vice President May 1, 1996
- ----------------------------- and Director
Michael S. Reeves
/s/ RICHARD P. TOFT Director May 1, 1996
- -----------------------------
Richard P. Toft
/s/ ARTHUR R. VELASQUEZ Director May 1, 1996
- -----------------------------
Arthur R. Velasquez
Registration No. 2-88307
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 4
TO
REGISTRATION STATEMENT
ON FORM S-3
Under the Securities Act of 1933
PEOPLES ENERGY CORPORATION
Dividend Reinvestment and Stock Purchase Plan
EXHIBITS
EXHIBIT INDEX
The exhibits listed below are filed herewith and made a part hereof.
Exhibit
Number Description of Document
------- -----------------------
5 Opinion of Peter Kauffman, Assistant General Counsel
for the Company.
8 Opinion of Hopkins & Sutter, tax counsel for the
Company.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Hopkins & Sutter 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.
[PEOPLES ENERGY CORPORATION LETTERHEAD]
May 2, 1996
Peoples Energy Corporation
130 East Randolph Drive
Chicago, Illinois 60601
Re: Peoples Energy Corporation Dividend
Reinvestment and Stock Purchase Plan
------------------------------------
Ladies and Gentlemen:
Reference is made to the Post-Effective Amendment No. 4 to
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 original registration by Peoples Energy
Corporation (the "Company") of 1,036,891 shares of common stock
without par value (the "common stock") of the Company for
issuance and sale pursuant to the Company's Dividend Reinvestment
and Stock Purchase Plan (the "Plan") as described in said
Registration Statement, as amended, 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 May 2,
1996, 34,940,997 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, as amended, 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, as amended, against
receipt of payment therefor, will be legally issued, fully paid
and non-assessable.
Peoples Energy Corporation
May 2, 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 Post-Effective Amendment No. 4 to 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
[HOPKINS & SUTTER LETTERHEAD]
May 2, 1996
Mr. Emmet P. Cassidy
Secretary and Treasurer
Peoples Energy Corporation
130 East Randolph Drive
24th Floor
Chicago, Illinois 60601
Re: Peoples Energy Corporation
Dividend Reinvestment and
Stock Purchase Plan (the "Plan")
--------------------------------
Dear Mr. Cassidy:
You have requested our opinion with respect to the Federal
income tax consequences to shareholders of participation in the
Plan.
In our opinion the Federal income tax consequences to
shareholders of participation in the Plan are as follows:
Generally, any cash dividend which is reinvested under the
Plan will be taxable to a participating shareholder as if it had
been received by the shareholder, even though the shareholder
does not receive the dividend in cash, but, instead, uses it to
purchase shares under the Plan. As such, a participating
shareholder is treated in the same manner as shareholders who are
not participants 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 participating
shareholders. An individual shareholder'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 shareholder's tax basis for the shares acquired
under the Plan. Thus, a shareholder'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 shareholder's income.
Mr. Emmet P. Cassidy
May 2, 1996
Page 2
We hereby consent to the use of this opinion as an exhibit
to Post-Effective Amendment No. 4 to 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 Post-Effective Amendment.
Sincerely,
HOPKINS & SUTTER
By /s/ STEWART SHEPARD
--------------------
A Partner
[ARTHUR ANDERSEN LLP LETTERHEAD]
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
As independent public accountants, we hereby consent to the
incorporation by reference in this Post-Effective Amendment No. 4
to Registration Statement No. 2-88307 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 Post-Effective Amendment No. 4 to
Registration Statement on Form S-3.
/s/ ARTHUR ANDERSEN LLP
-----------------------
Arthur Andersen LLP
Chicago, Illinois
May 2, 1996
