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PENNSYLVANIA ENTERPRISES, INC.
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Dividend Reinvestment and
Stock Purchase Plan
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1,200,000 Shares
Common Stock
PROSPECTUS
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March 20, 1997
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth all expenses payable by the Company in
connection with the sale of the Common Stock being registered:
Registration fee $ 1,034.29
Printing expenses 5,000.00
Legal fees and expenses 2,500.00
Accounting fees and expenses 2,000.00
Miscellaneous 1,000.00
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Total $ 11,534.29
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Item 15. Indemnification of Directors and Officers
Sections 1741 through 1750 of Subchapter D of Chapter 17 of the PBCL
contain, among other things, provisions for mandatory and discretionary
indemnification of a corporation's directors, officers and other personnel.
Under Section 1741, unless otherwise limited by its by-laws, a
corporation has the power to indemnify directors and officers under certain
prescribed circumstances against expenses (including attorney's fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
in connection with a threatened, pending or completed action or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the corporation), to which any of them is a party or
threatened to be made a party by reason of his being a representative, director
or officer of the corporation or serving at the request of the corporation as a
representative of another domestic or foreign corporation for profit or
not-for-profit, partnership, joint venture, trust or other enterprise, if he
acted in good faith and in a manner he reasonably believed to be in, or not
opposed to, the best interests of the corporation and, with respect to any
criminal proceeding, had no reasonable cause to believe his conduct was
unlawful. The termination of any action or proceeding by judgment, order,
settlement or conviction or upon a plea of nolo contendere or its equivalent
does not of itself create a presumption that the person did not act in good
faith and in a manner that he reasonably believed to be in, or not opposed to,
the best interests of the corporation and, with respect to any criminal
proceeding, had reasonable cause to believe that his conduct was unlawful.
Section 1742 provides for indemnification with respect to derivative
and corporate actions similar to that provided by Section 1741. However,
indemnification is not provided under Section 1742 with respect to any claim,
issue or matter as to which a director or officer has been adjudged to be liable
to the corporation unless and only to the extent that the proper court
determines upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, a director or officer is fairly and
reasonably entitled to indemnity for the expenses that the court deems proper.
Section 1743 provides that indemnification against expenses is
mandatory to the extent that the director or officer has been successful on the
merits or otherwise in defense of any such action or proceeding referred to in
Section 1741 or 1742.
Section 1744 provides that unless ordered by a court, any
indemnification under Section 1741 or 1742 shall be made by the corporation as
authorized in the specific case upon a determination that indemnification of
directors and officers is proper because the director or officer met the
applicable standard of conduct, and such determination will be made by the board
of directors by a majority vote of a quorum of directors not parties to the
action or proceeding; if a quorum is not obtainable or if obtainable and a
majority of disinterested directors so directs, by independent legal counsel or
by the shareholders.
Section 1745 provides that expenses incurred by a director or officer
in defending any action or proceeding referred to in the Subchapter may be paid
by the corporation in advance of the final disposition of such action or
proceeding upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the corporation.
Section 1746 provides generally that except in any case where the act
or failure to act giving rise to the claim for indemnification is determined by
a court to have constituted willful misconduct or recklessness, the
indemnification and advancement of expenses provided by the Subchapter shall not
be deemed exclusive of any other rights to which a director or officer seeking
indemnification or advancement of expenses may be entitled under any by-law,
agreement, vote of shareholders or disinterested directors or otherwise, both as
to action in his official capacity and as to action in another capacity while
holding that office.
Section 1747 also grants a corporation the power to purchase and
maintain insurance on behalf of any director or officer against any liability
incurred by him in his capacity as officer or director, whether or not the
corporation would have the power to indemnify him against the liability under
this Subchapter of the PBCL.
Sections 1748 and 1749 apply the indemnification and advancement of
expenses provisions contained in the Subchapter to successor corporations
resulting from consolidation, merger or division and to service as a
representative of such corporations or of employee benefit plans.
Section 1750 provides that the indemnification and advancement of
expenses granted pursuant to this Subchapter, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a
representative of the corporation and shall inure to the benefit of the heirs
and personal representatives of that person.
Article II, Section 15 of the Company's By-Laws, provides that to the
fullest extent that the PBCL permits elimination or limitation of the liability
of directors, no director shall be personally liable for monetary damages as
such for any action taken, or any failure to take any action, as a director.
Article VII, Section 1 of the Company's By-Laws provides that the
Company shall indemnify its directors and officers to the fullest extent
permitted by the PBCL. Persons who are not directors or officers of the Company
may be similarly indemnified in respect of service to the Company or to another
such entity at the request of the Company to the extent the Board of Directors
at any time designates such person as being entitled to the benefits of such
indemnity.
The Company has purchased director and officer liability insurance for
its directors and officers.
Item 16. Exhibits
The following exhibits are filed herewith or incorporated by
reference. The reference numbers correspond to the numbered paragraphs of Item
601 of Regulation S-K.
4-1 Dividend Reinvestment and Stock Purchase Plan (see Prospectus).
4-2 Restated Articles of Incorporation of the Company, as amended -- filed
as Exhibit 4-1 to the Company's Registration Statement No. 333-23645.
4-3 By-Laws of the Company, as amended and restated -- filed as Exhibit
3-2 to the Company's Annual Report on Form 10-K for 1994, File No.
0-7812.
4-4 Rights Agreement dated as of April 26, 1995 between the Company and
Chemical Bank, as Rights agent -- filed as Exhibit 4-1 to the
Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 1995, File No. 0-7812.
5-1 Opinion of Moses & Gelso, L.L.P.
23-1 Consent of Arthur Andersen LLP.
23-2 Consent of Moses & Gelso, L.L.P. (incorporated in Exhibit 5-1)
Item 17. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
Registration Statement or any material change to such information
in the Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the Registration Statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
SIGNATURES
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Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Wilkes-Barre, Commonwealth of Pennsylvania, on the
20th day of March, 1997.
PENNSYLVANIA ENTERPRISES, INC.
By: /s/ John F. Kell, Jr.
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(John F. Kell, Jr.)
Vice President, Financial Services
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
Signature Title Date
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(i) Principal Executive Officer:
/s/ Thomas F. Karam President, Chief March 20, 1997
------------------------- Executive Officer and
(Thomas F. Karam) Director
(ii) Principal Financial and Accounting Officer:
/s/ John F. Kell, Jr. Vice President, March 20, 1997
------------------------- Financial Services
(John F. Kell, Jr.)
(iii) A Majority of the Board of Directors:
/s/ Keneth L. Pollock Chairman of the March 20, 1997
------------------------- Board of Directors
(Kenneth L. Pollock)
/s/ William D. Davis Vice Chairman of the March 20, 1997
------------------------- Board of Directors
(William D. Davis)
/s/ Robert J. Keating Director March 20, 1997
-------------------------
(Robert J. Keating)
/s/ James A. Ross Director March 20, 1997
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(James A. Ross)
/s/ John D. McCarthy Director March 20, 1997
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(John D. McCarthy)
/s/ Ronald W. Simms Director March 20, 1997
-------------------------
(Ronald W. Simms)
/s/ Kenneth M. Pollock Director March 20, 1997
-------------------------
(Kenneth M. Pollock)
/s/ Paul R. Freeman Director March 20, 1997
-------------------------
(Paul R. Freeman)
/s/ John D. McCarthy, Jr. Director March 20, 1997
-------------------------
(John D. McCarthy, Jr.)
/s/ Richard A. Rose, Jr. Director March 20, 1997
-------------------------
(Richard A. Rose, Jr.)
INDEX TO EXHIBITS
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Exhibit Sequentially
Number Description Numbered Page
4-1 Dividend Reinvestment and Stock Purchase Plan (see
Prospectus).
4-2 Restated Articles of Incorporation of the Company, as
amended -- filed as Exhibit 4-1 to the Company's
Registration Statement No. 333-23645.
4-3 By-Laws of the Company, as amended and restated -- filed as
Exhibit 3-2 of the Company's Annual Report on Form 10-K for
1994, File No. 0-7812.
4-4 Rights Agreement dated as of April 26, 1995 between the
Company and Chemical Bank, as Rights Agent -- filed as
Exhibit 4-1 to the Company's Quarterly Report on Form 10-Q
for the quarter ended March 31, 1995, File No. 0-7812.
5-1 Opinion of Moses & Gelso, L.L.P.
23-1 Consent of Arthur Andersen LLP.
23-2 Consent of Moses & Gelso, L.L.P. (incorporated in Exhibit
5-1).