PG ENERGY INC.
NOTICE OF GUARANTEED DELIVERY
OF DEPOSITARY PREFERRED SHARES
EACH REPRESENTING A ONE-FOURTH INTEREST IN A SHARE
OF ITS 9% 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 Depositary Preferred
Shares Each Representing a One-Fourth Interest in a Share of its 9% 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: CHEMICAL MELLON SHAREHOLDER SERVICES, L.L.C., DEPOSITARY
By Mail: By Facsimile Transmission: By Hand or Overnight Courier:
Reorganization Department (For Eligible Institutions Only) Reorganization Department
P.O. Box 837 (201) 296-4293 120 Broadway
Midtown Station To Confirm Receipt of Facsimile: 13th Floor
New York, NY 10018 (201) 296-4100 New York, NY 10271
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
March 11, 1996 (the "Offer to Purchase"), and the related Letter of Transmittal
(which together constitute the "Offer"), receipt of which is hereby
acknowledged, the number of Depositary Preferred Shares (the "Shares"), each
representing a one-fourth interest in a share of its 9% Cumulative Preferred
Stock, par value $100.00 per share, liquidation preference $100.00 per share
(equivalent to $25.00 per share), of the Company listed below, pursuant to the
guaranteed delivery procedure set forth in Section 6 of the Offer to Purchase.
Number of Shares:
__________________________________ _____________________________________
Certificates Nos.: (if available) Signature(s)
__________________________________ _____________________________________
Name(s) (Please Print)
__________________________________ _____________________________________
If Shares will be tendered by Address
book-entry transfer:
Name of Tendering Institution: _____________________________________
__________________________________ _____________________________________
Area Code and Telephone Number
Account No._______ at (check one)
[ ] 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: _____________________, 1996
DO NOT SEND STOCK CERTIFICATES WITH THIS FORM.
YOUR STOCK CERTIFICATES MUST BE SENT WITH
THE LETTER OF TRANSMITTAL.