1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (date of earliest event reported): January 31, 1997 MOBILE GAS SERVICE CORPORATION (exact name of registrant as specified in its charter) Commission File No.: 0-234 Alabama 63-0142930 (State of Incorporation) (I.R.S. Employer Identification No.) 2828 Dauphin Street Mobile, Alabama 36606 (Address of Principal executive offices) Registrant's Telephone Number Including Area Code: (334) 476-2720 Exhibit Index at page 4 2 Item 5. Other Events At the 1997 Annual Meeting of Stockholders of Mobile Gas Service Corporation (the "Company") held on January 31, 1997, stockholders took the following actions: 1. The stockholders of the Company approved an amendment to the Restated Articles of Incorporation of the Company, as previously amended, to increase the authorized stock of the Company to eight million (8,000,000) shares of common stock, and to reduce the par value of the authorized shares of the common stock of the Company from $2.50 per share to $.01 per share, by the following vote: For Against Abstain --- ------- ------- 2,992,209 40,576 38,235 A copy of Articles of Amendment to the Company's Restated Articles of Incorporation is attached hereto as Exhibit 3(i)-D. 2. The following nominees were reelected as Directors of the Company, to serve until the 2000 Annual Meeting of Stockholders, by the votes indicated: Nominee For Withheld - ------- --- -------- John C. Hope, III 3,011,779 12,801 S. Felton Mitchell, Jr. 3,012,841 11,739 Thomas B. Van Antwerp 3,014,019 10,561 3. The other Directors of the Company whose terms of office continued after the 1997 Annual meeting are as indicated below: To serve until the Annual Meeting of Director Stockholders in the year: - -------- ------------------------- John S. Davis 1998 Walter L. Hovell 1998 G. Montgomery Mitchell 1998 F. B. Muhlfeld 1998 William J. Hearin 1999 Joseph G. Hollis, Jr. 1999 Gaylord C. Lyon 1999 E. B. Peebles, Jr. 1999 2 3 Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (a),(b) Not applicable. (a) Exhibits. Exhibit 3(i)-D Articles of Amendment dated January 31, 1997 to Restated Articles of Incorporation of Mobile Gas Service Corporation SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant duly caused this Report to be signed on its behalf by the undersigned hereto duly authorized. MOBILE GAS SERVICE CORPORATION February 12, 1997 By /s/ G. Edgar Downing, Jr. ----------------------------- G. Edgar Downing, Jr. Secretary 3 4 EXHIBIT INDEX Page Exhibit No. Description Number - ----------- ----------- ---------- 3(i)-D Articles of Amendment dated January 31, 5 1997 to Restated Articles of Incorporation of Mobile Gas Service Corporation 4