As filed with the Securities and Exchange Commission on
April 24, 1995
Registration No. 33-51553
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
Southeastern Michigan Gas Enterprises, Inc.
(Exact name of registrant as specified in its charter)
Michigan 38-2144267
(State of Incorporation) (I.R.S. Employer Identification Number)
405 Water Street
Port Huron, Michigan 48060
(810) 987-2200
(Address and telephone number of registrant's
principal executive offices)
WARD N. KIRBY
President and Chief Executive Officer
Southeastern Michigan Gas Enterprises, Inc.
405 Water Street
Port Huron, Michigan 48060
ROBERT F. CALDWELL
Executive Vice President and
Chief Operating Officer
Southeastern Michigan Gas Enterprises, Inc.
405 Water Street
Port Huron, Michigan 48060
(Name and address of agents for service)
Copies to:
LAWRENCE J. GAGNON
Southeastern Michigan Gas Enterprises, Inc.
405 Water Street
Port Huron, Michigan 48060
(810) 989-4105
Registration No. 33-51553
Post Effective Amendment No. 1
De-Registration of Unsold Securities
This Registration Statement was initially filed by Southeastern Michigan
Gas Enterprises, Inc. ("Enterprises") on December 17, 1993, and registered
750,000 shares of Common Stock and $80,000,000 of debentures. The Registration
Statement became effective 12:00 pm EST December 28, 1993. The public issuance
of Common Stock was successfully completed January 20, 1994, consistent with
prospectus supplements filed with the SEC.
The $80,000,000 of debentures were to be issued on a delayed or continuous
basis pursuant to Rule 415 through a global security registered in the nominee
name of The Depository Trust Company (DTC) and pursuant to an indenture between
Enterprises and an independent trustee. The form of such indenture was part of
the Registration Statement filed with the SEC. The collateral ramifications of
these contemplated steps were described in the Registration Statement and
commitments to certain undertakings were made therein.
The $80,000,000 of debentures was never offered nor issued. No prospectus
supplement to effect such an offering was ever finalized or filed with the
SEC. Alternate financing has been effected through a negotiated Note
Agreement which was filed (via EDGAR) as an exhibit to Enterprises' 10-Q for
the third quarter of 1994, file no. 0-8503.
The alternate financing involved a private placement of Notes with
Enterprises, as seller, and nine large companies, as purchasers. Enterprises
has been assured that the securities constituting the alternate financing were
offered by our independent exclusive agent to not more than 50 institutional
investors, including the purchasers. Our exclusive agent has further confirmed
to Enterprises' that these securities were not offered by any form of general
solicitation or general advertising. Prior to making offers, and prior to
confirming sales and after reasonable inquiry, the agent had reasonable grounds
to believe and did believe that each purchaser had the requisite knowledge and
experience in financing and business matters that such purchaser was capable of
evaluating the merits and risks of investment in the subject securities. The
size of each purchaser's investment (from a minimum of $2,000,000 to a maximum
of $25,000,000) provides subsequent evidence supporting the legitimacy of our
agent's belief. All Note purchasers were represented by counsel of their
choice; which counsel, it is understood, had represented one or more of such
companies in prior securities transactions not involving Enterprises.
The Notes do not relate to the debentures registered with the SEC. The
Note Agreement does not contemplate issuance of a global security and does not
contemplate involvement of an independent trustee. The restrictive covenants
and events of default are quite different from those contemplated for the
debentures and described in the Registration Statement (including indenture) as
filed with the SEC. The terms of the Note Agreement were negotiated from a
fresh start between Enterprises and the nine purchasers and their counsel.
Enterprises does not now contemplate offering or issuing debentures as
described in, and registered by, the Registration Statement in the foreseeable
future. More specifically, Enterprises now expects that no such debentures
will be offered or sold within the two-year window described in Reg.
230.415(a)(2).
Further, pursuant to Reg. 229.512(a)(3), the Registration Statement
contains an undertaking to remove unsold securities from registration at the
termination of the offering by means of a post-effective amendment.
Post-effective Amendment No. 1 is meant to satisfy this undertaking.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Southeastern
Michigan Gas Enterprises, Inc. certifies that it has reasonable grounds to
believe that it meets all the requirements for filing on Form S-3 and has duly
caused this registration statement or amendment thereto to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Port Huron
and State of Michigan, on the 24th day of April, 1995.
SOUTHEASTERN MICHIGAN GAS ENTERPRISES, INC.
By Ward N. Kirby, President and C.E.O.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement or amendment thereto has been signed below by the
following persons in the capacities indicated on April 24th, 1995.
Signature Title
Ward N. Kirby President
(Director and Principal Executive Officer)
Robert F. Caldwell Executive Vice President
(Director)
Marcia M. Chmielewski Vice President, Treasurer and Controller
(Chief Financial Officer)
Frank G. Andreoni* Director
Daniel A. Burkhardt* Director
Director
- ---------------------
John T. Ferris
Michael O. Frazer* Director
Harvey I. Klein* Director
William March* Director
Director
- ----------------------
Frederick S. Moore
Edith A. Stotler* Director
Director
- -----------------------
Donald W. Thomason
*By Ward N. Kirby
Attorney-in-Fact