-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, rjcUmPopbGhHk10bbZxoFDgEQCjvO4zsQGxljPm9Dvha/Fp58vt3eO8+1AcsIxou bJ7BM9BnbI8GnD+FWaxX9w== 0000019745-95-000002.txt : 19950206 0000019745-95-000002.hdr.sgml : 19950206 ACCESSION NUMBER: 0000019745-95-000002 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19950203 SROS: AMEX SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FLORIDA PUBLIC UTILITIES CO CENTRAL INDEX KEY: 0000037643 STANDARD INDUSTRIAL CLASSIFICATION: GAS & OTHER SERVICES COMBINED [4932] IRS NUMBER: 590539080 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-16373 FILM NUMBER: 95505083 BUSINESS ADDRESS: STREET 1: 401 S DIXIE HWY STREET 2: PO BOX 3395 CITY: WEST PALM BEACH STATE: FL ZIP: 33401 BUSINESS PHONE: 4078322461 MAIL ADDRESS: STREET 1: P.O. BOX 3395 CITY: WEST PALM BEACH STATE: FL ZIP: 33402-3395 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CHESAPEAKE UTILITIES CORP CENTRAL INDEX KEY: 0000019745 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION & DISTRIBUTION [4923] IRS NUMBER: 510064146 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 861 SILVER LAKE BLVD STREET 2: PO BOX 615 CITY: DOVER STATE: DE ZIP: 19904 BUSINESS PHONE: 3027346716 SC 13D/A 1 FORM 13D AS AMENDED-3RD AMENDEDMENT THIS FILING Page 1 of 6 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) FLORIDA PUBLIC UTILITIES COMPANY (Name of issuer) COMMON STOCK $1.50 PAR VALUE (Title of Class of Securities) 341135101 (CUSIP Number) WILLIAM C. BOYLES, P.O. BOX 615, DOVER, DE 19903 (302)734-6744 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) JANUARY 26, 27 & 30, 1995 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d- 1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with the statement [ ]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7). Note: One paper copy of this filing is being sent to the Commission in accordance with Rule 901(d) of Regulation S-T. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (Continued on the following pages) Page 2 of 6 SCHEDULE 13D CUSIP No. 341135101 1. Name of reporting person: Chesapeake Utilities Corporation IRS No.: 51-0064146 2. Not member of a group. 3. SEC USE ONLY 4. Source of funds: WC OO 5. No disclosure of legal proceedings is required pursuant to items 2(d) or 2(e). 6. Place of Organization: Delaware 7. Sole Voting Power: 102,732 8. Shared Voting Power: zero 9. Sole Dispositive Power: 102,732 10. Shared Dispositive Power: zero 11. Aggregate amount beneficially owned by each reporting person: 102,732 12. Aggregate amount in row 11 does not exclude certain shares. 13. Percent of class represented by amount in row 11: 7.1% 14. Type of reporting person: CO Page 3 of 6 INTRODUCTION ============ This Amendment No. 3 to Schedule 13D amends the Amendment No. 2 to Schedule 13D filed on October 4, 1990 by Chesapeake Utilities Corporation, relating to the beneficial ownership of shares of common stock, par value $1.50 per share, of Florida Public Utilities Company. As this is Chesapeake's first electronic filing, the text that follows comprises information from the original Schedule 13D filed on April 13, 1988 as amended on November 14, 1988, October 4, 1990 and February 3, 1995. Items 1, 4, 6 and 7 remain unchanged. Item 1. Security and Issuer - ---------------------------- The class of securities to which this Statement relates is the common stock, par value $1.50 per share ("Common Stock"), of Florida Public Utilities Company ("FPU"), a Florida corporation, whose address is 401 South Dixie, West Palm Beach, Florida 33402. Item 2. Identity and Background - -------------------------------- This Statement is being filed by Chesapeake Utilities Corporation, a Delaware corporation ("Chesapeake"), whose address is 861 Silver Lake Boulevard, Dover, Delaware 19904. Chesapeake is a diversified utility company engaged in natural gas distribution and transmission, propane distribution and information technology services. The name, principal occupation and business address of each executive officer and director of Chesapeake, as amended, are set forth in Exhibit A, which is incorporated by reference herein. Neither Chesapeake nor, to its knowledge, any person named in Exhibit A has, during the last 5 years been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors). Neither Chesapeake nor, to its knowledge, any person named in Exhibit A has, during the last 5 years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which it was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Page 4 of 6 Item 3. Source and amount of funds or other consideration - ---------------------------------------------------------- The source of funds for Chesapeake's purchases of FPU Common Stock during the period October 4, 1990 through January 30, 1995 was primarily funds ($406,964.34) derived from cash dividends of FPU Common Stock that were reinvested through Chesapeake's participation in FPU's Dividend Reinvestment Plan. The balance of such funds ($38,675.00) was derived from working capital. Item 4. Purpose of Transaction - ------------------------------- Chesapeake has acquired the shares of FPU Common Stock reported herein for investment purposes. Depending upon developments, including, but not limited to: the financial condition and prospects of FPU, the price of FPU Common Stock, Chesapeake's financial condition, and general economic, business, money market and stock market conditions, Chesapeake may purchase additional shares of FPU Common Stock in open market or privately negotiated transactions or decrease its equity interest in Florida Public by disposing of all or a portion of its holdings. In addition, Chesapeake believes that a combination of Chesapeake and FPU might be advantageous to both companies, and may seek to discuss with FPU the possibility of a negotiated business combination of the two companies. Item 5. Interest in Securities of the Issuer - --------------------------------------------- Chesapeake beneficially owns 102,732 shares of FPU Common Stock or 7.09% of such shares outstanding, based on 1,449,807 shares of FPU Common Stock outstanding as of January 27, 1995 as reported to Chesapeake by Mr. Jack Brown, Treasurer of FPU. Chesapeake has the sole power to vote and dispose of these shares. The following open market purchases of the Common Stock of FPU were made by Chesapeake during the period from October 4, 1990 through January 30, 1995. No sales were made during this period. Date of Amount of Price Per Aggregate Purchase Shares Share Price -------- ------ ----- ----- 01/26/95 200 16.375 3,275.00 01/26/95 100 16.500 1,650.00 01/27/95 1,000 16.750 16,750.00 01/30/95 1,000 17.000 17,000.00 Page 5 of 6 The following purchases were made by Chesapeake through participation in FPU's Dividend Reinvestment Plan. Date of Amount of Price Per Aggregate Purchase Shares Share Price -------- ------ ----- ----- 01/02/92 1,079.9240 19.250 20,788.54 04/01/92 1,173.8430 19.375 22,743.20 07/01/92 1,111.3320 20.750 23,060.14 10/01/92 1,132.6158 20.625 23,360.20 01/04/93 1,198.2785 19.750 23,666.00 04/01/93 1,184.6685 21.000 24,878.04 07/01/93 1,207.6527 20.875 25,209.75 10/01/93 1,188.2740 21.500 25,547.89 01/03/94 1,380.2992 18.750 25,880.61 04/01/94 1,600.3059 17.000 27,205.20 07/01/94 1,604.0168 17.250 27,669.29 10/01/94 1,642.8876 17.125 28,134.45 01/03/95 1,774.3188 16.125 28,610.89 Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer - --------------------------------------------------------------- None. Item 7. Material to Be Filed as Exhibits - ----------------------------------------- None. SIGNATURE --------- After reasonable 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. CHESAPEAKE UTILITIES CORPORATION BY: /s/ William C. Boyles Treasurer and Assistant Secretary DATE: February 3, 1995 EX-99 2 EXHIBIT A - OFFICERS, DIRECTORS, ETC. INFO Page 6 of 6 EXHIBIT A ========= Name, residence address and present principle occupation and address of employment of the executive officers, directors and controlling persons of Investor. Name and Present Position Present Principle Occupation Residence Address Citizenship with Investor and Address of Employment - ----------------------------------------------------------------------------------------------------------- Ralph J. Adkins U.S.A. President, CEO, COO & President, CEO, COO & Director 52 Bayside Drive Director Chesapeake Utilities Corporation Route 3 Box 487-D P.O. Box 615 Fenwick Island, DE 19944 Dover, DE 19903-0615 - ----------------------------------------------------------------------------------------------------------- Philip S. Barefoot U.S.A. Senior Vice President- Senior Vice President - 15 Janis Drive Natural Gas Operations Natural Gas Operations Dover, DE 19901 Chesapeake Utilities Corporation P.O. Box 615 Dover, DE 19903-0615 - ----------------------------------------------------------------------------------------------------------- Richard Bernstein U.S.A. Director President & CEO 5820 Deepwater Drive BAI Aerosystems, Inc. Oxford, MD 21654 (Aircraft Manufacturing) 9040 Glebe Park Drive Easton, MD 21601 - ----------------------------------------------------------------------------------------------------------- Walter J. Coleman U.S.A. Director President 495 N. Lake Lulu Drive Pyramid Realty and Mortgage Corp. Winter Haven, FL 33880 1468 Sixth Street, NW Winter Haven, FL 33881 - ----------------------------------------------------------------------------------------------------------- Kenneth H. Dean U.S.A. Senior Vice President- Senior Vice President- 7 Northern Avenue Development & Planning Development & Planning Harwich Port, MA 02646 Chesapeake Utilities Corporation P.O. Box 615 Dover, DE 19903-0615 - ----------------------------------------------------------------------------------------------------------- John W. Jardine, Jr. U.S.A. Chairman of the Board Chairman of the Board 1963 Mitten Street Chesapeake Utilities Corporation Dover, DE 19901 P.O. Box 615 Dover, DE 19903-0615 - ----------------------------------------------------------------------------------------------------------- Rudolph M. Peins, Jr. U.S.A. Director Retired 1756 Gaspar Drive 1756 Gaspar Drive Boca Grande, FL 33921 Boca Grande, FL 33921 - ----------------------------------------------------------------------------------------------------------- Robert F. Rider U.S.A. Director Chairman of the Board & CEO P.O. Box 397 O.A. Newton & Son Bridgeville, DE 19933 (Agricultural Equipment Manufacturing) Route 13 Bridgeville, DE 19933 - ----------------------------------------------------------------------------------------------------------- Jeremiah P. Shea U.S.A. Director Retired 2223 Old Orchard Road P.O. Box 791 Buckingham Heights 300 Delaware Ave., Suite 508 Wilmington, DE 19810 Wilmington, DE 19899 - ----------------------------------------------------------------------------------------------------------- John R. Schimkaitis U.S.A. Senior Vice President, CFO Senior Vice President, CFO 124 Howe Drive and Assistant Secretary and Assistant Secretary Dover, DE 19903 Chesapeake Utilities Corporation P.O. Box 615 Dover, DE 19903-0615 - ----------------------------------------------------------------------------------------------------------- William G. Warden, III U.S.A. Director Director & Vice President 7 Wynnewood Road Cawsl Corporation Wynnewood, PA 19096 (Industrial Equipment Manufacturing) 7 Wynnewood Road Wynnewood, PA 19096 - -----------------------------------------------------------------------------------------------------------
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