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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)
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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
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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.
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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
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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
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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
- -----------------------------------------------------------------------------------------------------------
