-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BzPiFQSm3oDKTD1V1YFuZPQ9E9kVzkMpDXzV+/XLlhHwczPnCjOmgzRWvAXYt7uz GEYm0l5MQMgoexELF92P0Q== 0000019745-99-000017.txt : 19991123 0000019745-99-000017.hdr.sgml : 19991123 ACCESSION NUMBER: 0000019745-99-000017 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19991122 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FLORIDA PUBLIC UTILITIES CO CENTRAL INDEX KEY: 0000037643 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 590539080 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-16373 FILM NUMBER: 99762352 BUSINESS ADDRESS: STREET 1: 401 S DIXIE HWY STREET 2: PO BOX 3395 CITY: WEST PALM BEACH STATE: FL ZIP: 33401 BUSINESS PHONE: 5618322461 MAIL ADDRESS: STREET 1: P.O. BOX 3395 CITY: WEST PALM BEACH STATE: FL ZIP: 33402-3395 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CHESAPEAKE UTILITIES CORP CENTRAL INDEX KEY: 0000019745 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION & DISTRIBUTION [4923] IRS NUMBER: 510064146 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 909 SILVER LAKE BLVD STREET 2: PO BOX 615 CITY: DOVER STATE: DE ZIP: 19904 BUSINESS PHONE: 3027346799 MAIL ADDRESS: STREET 1: 909 SILVER LAKE BLVD CITY: DOVER STATE: DE ZIP: 19904 SC 13D/A 1 FORM 13D AS AMENDED-5TH AMENDMENT THIS FILING Page 1 of 4 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 _______________________________ SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5)* FLORIDA PUBLIC UTILITIES COMPANY -------------------------------- (Name of Issuer) COMMON STOCK $1.50 PAR VALUE ------------------------------ (Title of Class of Securities) 341135101 ------------- (CUSIP Number) MICHAEL P. MCMASTERS CHESAPEAKE UTILITIES CORPORATION P.O. BOX 615, DOVER, DE 19903-0615 (302) 734-6799 -------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) NOVEMBER 16, 1999 ------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7(b) for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (Continued on the following pages) Page 2 of 4 SCHEDULE 13D - ---------------------------------------------------------------------- CUSIP No. 341135101 - ---------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Chesapeake Utilities Corporation IRS No.:51-0064146 - ---------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions): (a) [ ] (b) [ ] - ---------------------------------------------------------------------- 3. SEC USE ONLY - ---------------------------------------------------------------------- 4. SOURCE OF FUNDS WC - ---------------------------------------------------------------------- 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] - ---------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware - ---------------------------------------------------------------------- NUMBER OF SHARES 7. SOLE VOTING POWER: zero BENEFICIALLY OWNED ---------------------------------------- BY EACH REPORTING 8. SHARED VOTING POWER: zero PERSON WITH ---------------------------------------- 9. SOLE DISPOSITIVE POWER: zero ---------------------------------------- 10. SHARED DISPOSITIVE POWER: zero - ---------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: zero - ---------------------------------------------------------------------- 12. CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES (see instructions): [ ] - ---------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11: 0.0% - ---------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON (See Instructions): CO - ---------------------------------------------------------------------- Page 3 of 4 INTRODUCTION ------------ This Amendment No. 5 amends the Schedule 13D filed by Chesapeake Utilities Corporation ("Chesapeake") on February 3, 1995, as amended (the "Schedule 13D"), with respect to the common stock, par value $1.50 per share (the "Common Stock"), of Florida Public Utilities Company ("FPU"). Except as modified hereby, there has been no change in the information previously reported in the Schedule 13D. ITEM 4. PURPOSE OF TRANSACTION Pursuant to an amended agreement with The Southern Company, as set forth in a letter dated October 14, 1999 (a copy of which is attached hereto as Exhibit A), Chesapeake agreed to authorize The Southern Company to assign the its rights to purchase the FPU stock that Chesapeake owned. On October 18, 1999 The Southern Company entered into an Assignment of its rights to FPU. Accordingly, on November 16, 1999, Chesapeake sold to FPU the 218,464 shares of FPU Common Stock that it owned. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER As a result of the Transaction, Chesapeake no longer beneficially owns any shares of FPU Common Stock. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER The response to Item 4 is incorporated by reference herein. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit A: Letter Agreement, dated October 14, 1999 Page 4 of 4 SIGNATURE --------- After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. CHESAPEAKE UTILITIES CORPORATION By: /s/ MICHAEL P. MCMASTERS - ------------------------------ Michael P. McMasters Vice-President, Treasurer and Chief Financial Officer Dated: November 22, 1999 EX-99 2 LETTER AGREEMENT EXHIBIT A October 14, 1999 W. Lawrence Westbrook Southern Company 270 Peachtree Street NW, Suite 2200 Atlanta, Georgia 30303 Dear Mr. Westbrook: Reference is made to a letter dated August 31, 1998, from you to Chesapeake Utilities Corporation in which Southern Company agreed to purchase from Chesapeake 218,464 shares of common stock of Florida Public Utilities Company at a purchase price of $16.50 per share, subject to Southern obtaining the prior approval of the Securities and Exchange Commission under the Public Utility Holding Company Act of 1935 (the "PUHCA"). Chesapeake hereby consents to the assignment by Southern of its agreement, as set forth in the letter, to a third party to be identified to Chesapeake by Southern that does not require SEC approval under the PUHCA to effect the purchase, whereupon this condition to the obligation to purchase the FPU shares from Chesapeake should automatically be deemed waived by Southern and such assignee. It is Chesapeake's understanding that Southern will make all reasonable efforts to find a third party to purchase the FPU Shares prior to December 31, 1999. Sincerely, CHESAPEAKE UTILITIES CORPORATION /s/ MICHAEL P. MCMASTERS - ---------------------------------- Michael P. McMasters Vice-President, Treasurer and CFO -----END PRIVACY-ENHANCED MESSAGE-----