-----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, Nsp4jJ3zjSCBylgc+Y/CFRFyksDX3QnNjNQcu5fgLzhe2SSJoZg17fhhULTAz/WB B51zcHtTdAcwi6Y9MSwTmg== 0000950155-97-000048.txt : 19970520 0000950155-97-000048.hdr.sgml : 19970520 ACCESSION NUMBER: 0000950155-97-000048 CONFORMED SUBMISSION TYPE: SC 13E4/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970519 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PG ENERGY INC CENTRAL INDEX KEY: 0000077242 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 240717235 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13E4/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83099 FILM NUMBER: 97611428 BUSINESS ADDRESS: STREET 1: 39 PUBLIC SQ STREET 2: WILKES BARRE CTR CITY: WILKES-BARRE STATE: PA ZIP: 18711-0601 BUSINESS PHONE: 7178298843 FORMER COMPANY: FORMER CONFORMED NAME: PENNSYLVANIA GAS & WATER CO DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: SCRANTON SPRING BROOK WATER SERVICE CO DATE OF NAME CHANGE: 19660908 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PG ENERGY INC CENTRAL INDEX KEY: 0000077242 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 240717235 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13E4/A BUSINESS ADDRESS: STREET 1: 39 PUBLIC SQ STREET 2: WILKES BARRE CTR CITY: WILKES-BARRE STATE: PA ZIP: 18711-0601 BUSINESS PHONE: 7178298843 FORMER COMPANY: FORMER CONFORMED NAME: PENNSYLVANIA GAS & WATER CO DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: SCRANTON SPRING BROOK WATER SERVICE CO DATE OF NAME CHANGE: 19660908 SC 13E4/A 1 SCHEDULE 13E4/A ================================================================================ AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 19, 1997 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-4/A ISSUER TENDER OFFER STATEMENT (PURSUANT TO SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934) (Amendment No. 1) PG ENERGY INC. (Name Of Issuer And Person Filing Statement) 4.10% CUMULATIVE PREFERRED STOCK, PAR VALUE $100.00 PER SHARE (Title of Class of Securities) 708747209 (CUSIP Number of Class of Securities) THOMAS J. WARD SECRETARY PG ENERGY INC. ONE PEI CENTER WILKES-BARRE, PENNSYLVANIA 18711 (717) 829-8843 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Person Filing the Statement) COPY TO: KENNETH A. LEFKOWITZ HUGHES HUBBARD & REED LLP ONE BATTERY PARK PLAZA NEW YORK, NEW YORK 10004-1482 (212) 837-6000 APRIL 18, 1997 (Date Tender Offer First Published, Sent Or Given To Security Holders)
Calculation of Filing Fee - ----------------------------------------------- ------------------------------- Transaction Valuation* Amount of Filing Fee - ----------------------------------------------- ------------------------------- $5,519,710 $1,104 - ----------------------------------------------- -------------------------------
* Determined pursuant to Rule 0-11(b)(1). Assumes the purchase of 78,853 shares at $70.00 per share. [X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: $1,104 Form or Registration No.: Schedule 13E-4 Filing Party: PG Energy Inc. Date Filed: April 18, 1997 ================================================================================ This Amendment No. 1 amends and supplements the Rule 13e-4 Issuer Tender Offer Statement on Schedule 13E-4, dated April 18, 1997 (the "Schedule 13E-4"), filed by PG Energy Inc., a Pennsylvania corporation formerly known as Pennsylvania Gas and Water Company (the "Company") in connection with the Company's offer to purchase any and all of its outstanding shares of 4.10% Cumulative Preferred Stock, par value $100.00 per share, voluntary liquidation preference $105.50 per share, involuntary liquidation preference $100.00 per share (the "Shares"), at $70.00 per Share, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated April 18, 1997 (the "Offer to Purchase"), and the related Letter of Transmittal (which, together with the Offer to Purchase, constitutes the "Offer"), copies of which were previously filed as Exhibits (a)(1) and (a)(2) to the Schedule 13E-4, respectively, and incorporated by reference therein. Terms defined in the Schedule 13E-4 and not separately defined herein shall have the meanings specified in the Schedule 13E-4. The following information amends the information previously included in the Schedule 13E-4. ITEM 8. ADDITIONAL INFORMATION. Item 8 is hereby supplemented and amended by adding the following information thereto: On May 19, 1997, the Company issued a press release announcing an extension of the Offer by five business days. The Offer will now expire at 5:00 p.m., New York City time, May 23, 1997. A copy of the Company's press release is attached hereto as Exhibit (a)(9). ITEM 9. MATERIALS TO BE FILED AS EXHIBITS.
(a)(9) Form of Press Release issued by the Company, dated May 19, 1997.
SIGNATURE After due 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. PG Energy Inc. By: /S/ JOHN F. KELL, JR. -------------------------------------- Name: John F. Kell, Jr. Title:Vice President, Financial Services Dated: May 19, 1997
INDEX TO EXHIBITS EXHIBIT NUMBER DESCRIPTION ------ ----------- (a)(9) Form of Press Release issued by the Company, dated May 19, 1997.
EX-99.A9 2 EXHIBIT (A)(9) EXHIBIT (a)(9) 97/14 FROM: ALBERT G. FERECK RELEASE: UPON RECEIPT PHONE: (717) 829-8756 PG ENERGY EXTENDS SELF TENDER OFFER ----------------------------------- Wilkes-Barre, PA, May 19, 1997 - PG Energy Inc., formerly known as Pennsylvania Gas and Water Company, announced today that it has extended its offer to purchase its 4.10% Cumulative Preferred Stock. The offer will now expire at 5:00 p.m., New York City time, on Friday, May 23, 1997. PG Energy Inc. provides natural gas to approximately 148,000 customers in twelve counties in northeastern Pennsylvania. -----END PRIVACY-ENHANCED MESSAGE-----