-----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, U5oLlthF/H8+vNRW7rUlFF+vfu3JyUUlaqK7EihqRG+2tr1wZ/cPcgi5l/5zto/C T2DlF3flSBd++ii/3iqqyw== 0000077231-99-000025.txt : 19990610 0000077231-99-000025.hdr.sgml : 19990610 ACCESSION NUMBER: 0000077231-99-000025 CONFORMED SUBMISSION TYPE: 8-A12B/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990609 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PENNSYLVANIA ENTERPRISES INC CENTRAL INDEX KEY: 0000077231 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS DISTRIBUTION [4924] IRS NUMBER: 231920170 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B/A SEC ACT: SEC FILE NUMBER: 001-11325 FILM NUMBER: 99642895 BUSINESS ADDRESS: STREET 1: ONE PEI CTR STREET 2: WILKES BARRE CTR CITY: WILKES BARRE STATE: PA ZIP: 18711-0601 BUSINESS PHONE: 7178298843 MAIL ADDRESS: STREET 1: 39 PUBLIC SQUARE CITY: WILKES BARRE STATE: PA ZIP: 18711-0601 8-A12B/A 1 FORM 8-A12B/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A/A AMENDMENT NO. 1 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 PENNSYLVANIA ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Pennsylvania 23-1920170 (State of incorporation) (I.R.S. Employer Identification No.) One PEI Center 18711-0601 Wilkes-Barre, Pennsylvania (Zip Code) (Address of principal executive offices) Securities to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which to be so registered: each class is to be registered: Rights to Purchase New York Stock Exchange Common Stock Securities to be registered pursuant to Section 12(g) of the Act : None (Title of Class) Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED. Pennsylvania Enterprises, Inc. (the "Company") and Chemical Bank (now ChaseMellon Shareholder Services, L.L.C.) (the "Rights Agent") entered into an Amendment to Rights Agreement dated as of June 4, 1999 (the "Amendment to Rights Agreement") amending the Rights Agreement (the "Rights Agreement") between the Company and the Rights Agent, dated as of April 26, 1995, in order to, among other things, provide that (i) neither Southern Union Company, a Delaware corporation ("Southern"), nor any of its affiliates will become an Acquiring Person (as defined in the Rights Agreement) as a result of the execution of the Agreement of Merger dated as of June 7, 1999 between the Company and Southern (the "Merger Agreement") or the consummation of the transactions contemplated thereby (including mergers between Southern and subsidiaries of the Company), (ii) Section 13(e) of the Rights Agreement shall not apply to the execution of the Merger Agreement, and (iii) the Rights (as defined in the Rights Agreement) will cease to be exercisable upon the effectiveness of the Merger. A copy of the Amendment to Rights Agreement is attached hereto as Exhibit 1 and is incorporated herein by reference. The foregoing description of the Amendment to Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the Amendment to Rights Agreement. ITEM 2. EXHIBITS 1. Amendment to Rights Agreement, dated as of June 4, 1999, between Pennsylvania Enterprises, Inc. and Chemical Bank (now ChaseMellon Shareholder Services, L.L.C.), as Rights Agent. SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized. Dated as of: June 9, 1999 PENNSYLVANIA ENTERPRISES, INC. By: /s/ John F. Kell, Jr. Name: John F. Kell, Jr. Title: Vice President, Financial Services INDEX OF EXHIBITS Exhibit No. Description 1 Amendment to Rights Agreement, dated as of June 4, 1999, between Pennsylvania Enterprises, Inc. and Chemical Bank (now ChaseMellon Shareholder Services, L.L.C.), as Rights Agent. EX-1 2 AMENDMENT TO RIGHTS AGREEMENT AMENDMENT TO RIGHTS AGREEMENT Amendment, dated as of June 4, 1999 (the "Amendment"), between PENNSYLVANIA ENTERPRISES, INC. (the "Company"), and ChaseMellon Shareholder Services, L.L.C. (as successor to Chemical Bank), as Rights Agent (the "Rights Agent"). WHEREAS, the Company and the Rights Agent entered into a Rights Agreement, dated as of April 26, 1995 (the "Rights Agreement"); WHEREAS, there is not as of the date hereof any Acquiring Person (as defined in the Rights Agreement); and WHEREAS, the Company desires to amend the Rights Agreement in accordance with Section 28; NOW, THEREFORE, in consideration of the premises and mutual agreements set forth in the Rights Agreement and this Amendment, the parties hereby agree as follows: Section 1. Amendment to Definition of "Acquiring Person." Section 1(a) of the Rights Agreement is amended to add the following sentence after the last sentence thereof: "Notwithstanding the foregoing, neither Southern Union Company ("Southern") nor any of its Affiliates shall become an Acquiring Person as a result of (i) the execution of the Agreement of Merger, dated as of June 7, 1999 between Southern and the Company (as the same may be amended from time to time, the "Merger Agreement") or the consummation of the transactions contemplated thereby or (ii) any mergers between Southern and subsidiaries of the Company contemplated by the Merger Agreement." Section 2. Amendment to Section 7(a). Section 7(a) of the Rights Agreement is amended by deleting the word "or" immediately preceding clause (iii) and replacing such word with "," and by adding the following at the end of clause (iii): "or (iv) such time as a certificate of merger is duly filed with the Secretary of State of the State of Delaware and articles of merger and plan of merger are duly filed with the Secretary of State of the Commonwealth of Pennsylvania pursuant to Section 2.2 of the Merger Agreement or at such later effective time as is specified in such documents." Section 3. Amendment to Section 13(a). Section 13(a) of the Rights Agreement is amended to add the following sentence at the end of the section: "Notwithstanding the foregoing, the provisions of this Section 13(a) shall not apply to the execution of the Merger Agreement or the consummation of the transactions contemplated thereby." Section 4. Rights Agreement as Amended. The term "Agreement" as used in the Rights Agreement shall be deemed to refer to the Rights Agreement as amended hereby. The foregoing amendments shall be effective as of the date hereof and, except as set forth herein, the Rights Agreement shall remain in full force and effect and shall be otherwise unaffected hereby. Section 5. Counterparts. This Amendment may be executed in any number of counterparts, and each of such counterparts shall for all purposes be deemed an original, but all such counterparts shall together constitute but one and the same instrument. Section 6. Governing Law. This Amendment shall be deemed to be a contract made under the laws of the Commonwealth of Pennsylvania and for all purposes shall be governed by and construed in accordance with the laws of such Commonwealth applicable to contracts made and to be performed entirely within such Commonwealth. Section 7. Descriptive Headings. Descriptive headings of the several Sections of the Amendment are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the day and year first above written. Attest: PENNSYLVANIA ENTERPRISES, INC. /s/ Donna M. Abdalla By: /s/ Thomas F. Karam Name: Donna M. Abdalla Name: Thomas F. Karam Title: Secretary Title: President and CEO Attest: CHASEMELLON SHAREHOLDER SERVICES, L.L.C., as Rights Agent /s/ Marilyn Spisak /s/ Kathryn M. Gallagher Name: Marilyn Spisak Name: Kathryn M. Gallagher Title: Vice President Title: Vice President -----END PRIVACY-ENHANCED MESSAGE-----