PG ENERGY INC.
NOTICE OF GUARANTEED DELIVERY
OF SHARES OF 4.10% CUMULATIVE PREFERRED STOCK
This form, or a form substantially equivalent to this form, must be used to
accept the Offer (as defined below) if certificates for the shares of 4.10%
Cumulative Preferred Stock of PG Energy Inc., formerly known as Pennsylvania Gas
and Water Company, are not immediately available, if the procedure for
book-entry transfer cannot be completed on a timely basis, or if time will not
permit all other documents required by the Letter of Transmittal to be delivered
to the Depositary on or prior to the Expiration Date (as defined in Section 5 of
the Offer to Purchase defined below). Such form may be delivered by hand or
transmitted by mail, or (for Eligible Institutions only) by facsimile
transmission, to the Depositary. See Section 6 of the Offer to Purchase. THE
ELIGIBLE INSTITUTION, WHICH COMPLETES THIS FORM, MUST COMMUNICATE THE GUARANTEE
TO THE DEPOSITARY AND MUST DELIVER THE LETTER OF TRANSMITTAL AND CERTIFICATES
FOR SHARES TO THE DEPOSITARY WITHIN THE TIME SHOWN HEREIN. FAILURE TO DO SO
COULD RESULT IN A FINANCIAL LOSS TO SUCH ELIGIBLE INSTITUTION.
To: ChaseMellon Shareholder Services, L.L.C., Depositary
By Mail: By Facsimile Transmission: By Hand or Overnight Courier:
Reorganization Department (201) 329-8936 Reorganization Department
P.O. Box 3301 120 Broadway
South Hackensack, NJ 13th Floor
07606 New York, NY 10271
Confirm by Telephone:
(201) 296-4209
or
(201) 296-4381
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR
TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN THE ONE LISTED
ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
THIS FORM IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON A
LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN ELIGIBLE INSTITUTION
UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE
APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE LETTER OF TRANSMITTAL.
Ladies and Gentlemen:
The undersigned hereby tenders to PG Energy Inc., a Pennsylvania
corporation formerly known as Pennsylvania Gas and Water Company (the
'Company'), 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 constitute the 'Offer'), receipt of which
is hereby acknowledged, the number of 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'), of
the Company listed below, pursuant to the guaranteed delivery procedure set
forth in Section 6 of the Offer to Purchase.
Number of Shares:
______________________________________________________ ______________________________________________________
Certificate Nos.: (if available) Signature(s)
______________________________________________________ ______________________________________________________
Name(s) (Please Print)
______________________________________________________ ______________________________________________________
If Shares will be tendered by book-entry transfer: Address
Name of Tendering Institution:
______________________________________________________
______________________________________________________
______________________________________________________
Account No. __________________________ at (check one) Area Code and Telephone Number
/ / The Depository Trust Company
/ / Philadelphia Depository Trust Company
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a firm that is a member of a registered national
securities exchange or the National Association of Securities Dealers, Inc. or a
commercial bank or trust company having an office or correspondent in the United
States, guarantees (a) that the above-named person(s) has a net long position in
the Shares being tendered within the meaning of Rule 14e-4 promulgated under the
Securities Exchange Act of 1934, as amended, (b) that such tender of Shares
complies with Rule 14e-4 and (c) delivery to the Depositary at one of its
addresses set forth above certificate(s) for the Shares tendered hereby, in
proper form for transfer, or a confirmation of the book-entry transfer of the
Shares tendered hereby into the Depositary's account at The Depository Trust
Company or the Philadelphia Depository Trust Company, in each case together with
a properly completed and duly executed Letter(s) of Transmittal (or facsimile(s)
thereof), with any required signature guarantee(s) and any other required
documents, all within three business days after the date hereof.
______________________________________________________ ______________________________________________________
Name of Firm Authorized Signature
______________________________________________________ ______________________________________________________
Address Name
______________________________________________________ ______________________________________________________
City, State, Zip Code Title
______________________________________________________
Area Code and Telephone Number
Dated: _________________________________________, 1997
DO NOT SEND STOCK CERTIFICATES WITH THIS FORM.
YOUR STOCK CERTIFICATES MUST BE SENT WITH
THE LETTER OF TRANSMITTAL.