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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON
APRIL 9, 1996
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.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.
WILKES-BARRE CENTER
39 PUBLIC SQUARE
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:
GARETT J. ALBERT
HUGHES HUBBARD & REED
ONE BATTERY PARK PLAZA
NEW YORK, NEW YORK 10004-1482
(212) 837-6000
MARCH 11, 1996
(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
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Transaction Valuation* Amount of Filing Fee
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$5,000,000 $1,000
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* Determined pursuant to Rule 0-11(b)(1). Assumes the purchase of 100,000
shares at $50.00 per share. Calculation based on the transaction valuation
multiplied by one-fiftieth of one percent.
[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: $1,000
Form or Registration No.: Schedule 13E-4
Filing Party: PG Energy Inc.
Date Filed: March 11, 1996
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This Amendment No. 1 amends and supplements the Rule 13e-3 Transaction
Statement on Schedule 13E-3, dated March 11, 1996 (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
$50.00 per Share, net to the seller in cash, upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated March 11, 1996 (the "Offer
to Purchase"), and the related Letter of Transmittal (the "Letter of
Transmittal", together with the Offer to Purchase, 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 (the "Schedule 13E-4") which was attached to the Schedule 13E-3 as Exhibit
(g)(2), as amended by Amendment No. 1 to the Schedule 13E-4 (the "Schedule 13E-4
Amendment"), which Schedule 13E-4 Amendment is attached hereto as Exhibit
(g)(3), 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.
ITEM 16. ADDITIONAL INFORMATION.
Item 16 is hereby supplemented and amended by adding the following
information thereto:
On April 8, 1996, the Company issued a press release announcing an
extension of the Offer by one business day. The Offer will now expire at
5:00 p.m., New York City time, Tuesday, April 9, 1996. A copy of the Company's
press release is attached hereto as Exhibit (d)(9).
The conditions contained in Sections 9(a)(iv), (b), (d)(iv), (d)(vi) and
(f) under "The Offer-Certain Conditions of the Offer" of the Offer to Purchase
are hereby amended to replace the word "sole" with the word "reasonable" with
respect to the exercise of the Company's judgment.
The Letter of Transmittal is hereby amended to include the Guidelines
for Certification of Taxpayer Identification Number on Substitute Form W-9 and
is set forth in its entirety in Exhibit (d)(2) hereto.
The first page of Item 17(g)(1), Pages 23 through 47 of the Company's
Annual Report on Form 10-K for the year ended December 31, 1995, is hereby
amended to include an additional paragraph and is set forth in its entirety
in Exhibit (g)(1) hereto.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
(d)(2) Form of Letter of Transmittal together with Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9.
(d)(9) Form of Press Release issued by the Company, dated April 8, 1996.
(g)(1) Pages 23 through 47 of the Company's Annual Report on Form 10-K for
the year ended December 31, 1995.
(g)(3) Amendment No. 1 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.
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Name: John F. Kell, Jr.
Title: Vice President, Financial Services
Dated: April 9, 1996
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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(d)(2) Form of Letter of Transmittal together with Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9.
(d)(9) Form of Press Release issued by the Company, dated April 8, 1996.
(g)(1) Pages 23 through 47 of the Company's Annual Report on Form 10-K for
the year ended December 31, 1995.
(g)(3) Amendment No. 1 to Issuer Tender Offer Statement on Schedule 13E-4.