-----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, BW1bJ06VU7g8z8dJ3yYXHOrl2tfmfHkmWrHUu2cbXCrGW9ZPAoSxdkRdydx+/ua1 iaMuO/2l5W5Sw+CYCtYJkQ== 0000950155-97-000052.txt : 19970604 0000950155-97-000052.hdr.sgml : 19970604 ACCESSION NUMBER: 0000950155-97-000052 CONFORMED SUBMISSION TYPE: SC 13E3/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19970603 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 13E3/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83099 FILM NUMBER: 97618515 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 13E3/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 13E3/A 1 SCHEDULE 13E3/A ================================================================================ AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 3, 1997 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3/A TRANSACTION STATEMENT (PURSUANT TO SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934) (Amendment No. 2) 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) This statement is filed in connection with (check the appropriate box): a. [ ] The filing of solicitation material or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934. b. [ ] The filing of a registration statement under the Securities Act of 1933. c. [X] A tender offer. d. [ ] None of the above. Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: [ ] 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. 2 amends and supplements the Rule 13e-3 Transaction Statement on Schedule 13E-3, dated April 18, 1997, as amended by Amendment No. 1 thereto, dated May 19, 1997 (as so amended, the "Schedule 13E-3"), 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 (d)(1) and (d)(2) to the Schedule 13E-3, respectively, and incorporated by reference therein. Terms defined in the Schedule 13E-3 and not separately defined herein shall have the meanings specified in the Schedule 13E-3. The information set forth in the Issuer Tender Offer Statement on Schedule 13E-4 which was attached to the Schedule 13E-3 as Exhibit (g)(2) (the "Schedule 13E-4"), as amended by Amendment No. 1 to the Schedule 13E-4, which Amendment No. 1 was attached to Amendment No. 1 to the Schedule 13E-3 as Exhibit (g)(3), and as further amended by Amendment No. 2 to the Schedule 13E-4, which Amendment No. 2 is attached hereto as Exhibit (g)(4), is expressly incorporated by reference and responses to each item herein are qualified in their entirety by the provisions of the Schedule 13E-4, as so amended. The following information amends the information previously included in the Schedule 13E-3. This Amendment No. 2 to Schedule 13E-3 also constitutes the final amendment to the Schedule 13E-3 pursuant to Rule 13e-3(d)(3) under the Securities Exchange Act of 1934, as amended. ITEM 16. ADDITIONAL INFORMATION. Item 16 is hereby supplemented and amended by adding the following information thereto: The Offer expired at 5:00 p.m., New York City time, on May 23, 1997. Pursuant to the Offer, the Company acquired 29,094 Shares at a purchase price of $70.00 per Share. As stated in Section 1 of the Offer to Purchase, the Company may, in its sole discretion, subsequent to June 9, 1997 (ten business days after the expiration of the Offer), determine to purchase any outstanding Shares through open market purchases, privately negotiated transactions or otherwise, on such terms and at such prices as the Company may determine from time to time. A copy of the Company's press release dated May 27, 1997, announcing the preliminary results of the Offer is attached hereto as Exhibit (d)(9). ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
(d)(10) Form of Press Release issued by the Company, dated May 27, 1997. (g)(4) Amendment No. 2 to Issuer Tender Offer Statement on Schedule 13E-4.
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: June 3, 1997
INDEX TO EXHIBITS EXHIBIT NUMBER DESCRIPTION - ------ ----------- (d)(10) Form of Press Release issued by the Company, dated May 27, 1997. (g)(4) Amendment No. 2 to Issuer Tender Offer Statement on Schedule 13E-4.
EX-99.D10 2 EXHIBIT (D)(10) EXHIBIT (d)(10) PG ENERGY COMPLETES SELF TENDER OFFER ------------------------------------- Wilkes-Barre, PA, May 27, 1997 -- PG Energy Inc. ("PGE") announced today that its self tender offer for its 4.10% Cumulative Preferred Stock (Trading Symbol: PGWCP) expired at 5:00 p.m., New York City time, on Friday, May 23, 1997. Based on a preliminary count at the time of expiration, PGE said that it expects to purchase approximately 29,000 shares of its 4.10% Cumulative Preferred Stock at a price of $70.00 per share. PGE said that the determination of the actual number of shares to be purchased is subject to final confirmation of proper delivery of all shares tendered and not withdrawn. Payment for the shares accepted, and return of all other shares tendered but not accepted, will occur as promptly as practicable, according to PGE. PG Energy Inc. provides natural gas to approximately 148,000 customers in twelve counties in northeastern Pennsylvania. EX-99.G4 3 EXHIBIT (G)(4) EXHIBIT (g)(4) ================================================================================ AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 3, 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. 2) 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. 2 amends and supplements the Rule 13e-4 Issuer Tender Offer Statement on Schedule 13E-4, dated April 18, 1997, as amended by Amendment No. 1 thereto, dated May 19, 1997 (as so amended, 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. This Amendment No. 2 to Schedule 13E-4 also constitutes the final amendment to the Schedule 13E-4 pursuant to Rule 13-e4(c)(3) under the Securities Exchange Act of 1934, as amended. ITEM 8. ADDITIONAL INFORMATION. Item 8 is hereby supplemented and amended by adding the following information thereto: The Offer expired at 5:00 p.m., New York City time, on May 23, 1997. Pursuant to the Offer, the Company acquired 29,094 Shares at a purchase price of $70.00 per Share. As stated in Section 1 of the Offer to Purchase, the Company may, in its sole discretion, subsequent to June 9, 1997 (ten business days after the expiration of the Offer), determine to purchase any outstanding Shares through open market purchases, privately negotiated transactions or otherwise, on such terms and at such prices as the Company may determine from time to time. A copy of the Company's press release dated May 27, 1997, announcing the preliminary results of the Offer is attached hereto as Exhibit (a)(10). ITEM 9. MATERIALS TO BE FILED AS EXHIBITS.
(a)(10) Form of Press Release issued by the Company, dated May 27, 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: June 3, 1997
INDEX TO EXHIBITS EXHIBIT NUMBER DESCRIPTION - ------ ----------- (a)(10) Form of Press Release issued by the Company, dated May 27, 1997.
EX-99.A10 4 EXHIBIT (A)(10) EXHIBIT (a)(10) PG ENERGY COMPLETES SELF TENDER OFFER ------------------------------------- Wilkes-Barre, PA, May 27, 1997 -- PG Energy Inc. ("PGE") announced today that its self tender offer for its 4.10% Cumulative Preferred Stock (Trading Symbol: PGWCP) expired at 5:00 p.m., New York City time, on Friday, May 23, 1997. Based on a preliminary count at the time of expiration, PGE said that it expects to purchase approximately 29,000 shares of its 4.10% Cumulative Preferred Stock at a price of $70.00 per share. PGE said that the determination of the actual number of shares to be purchased is subject to final confirmation of proper delivery of all shares tendered and not withdrawn. Payment for the shares accepted, and return of all other shares tendered but not accepted, will occur as promptly as practicable, according to PGE. PG Energy Inc. provides natural gas to approximately 148,000 customers in twelve counties in northeastern Pennsylvania. -----END PRIVACY-ENHANCED MESSAGE-----