EXHIBIT B
August 31, 1998
Chesapeake Utilities Corporation
000 Xxxxxx Xxxx Xxxxxxxxx
Xxxxx, Xxxxxxxx 00000
Attention: Xxxx X. Xxxxxxxxxxx
President and COO
Dear Xx. Xxxxxxxxxxx:
The Southern Company (the "Buyer") hereby offers, on the terms
and subject to the conditions set forth in this letter, to purchase
from Chesapeake Utilities Corporation (the "Seller") 218,464 shares
of the common stock, par value $1.50 per share (the "Shares"), of
Florida Public Utilities Company, a Florida corporation (the
"Company"), at a price of $16.50 per Share.
The obligation of the Buyer hereunder to purchase and pay for
the Shares is subject to its receipt of the approval on acceptable
terms of the Securities and Exchange Commission (the "SEC") under the
Public Utility Holding Company Act of 1935, as amended (the "Holding
Company Act"), and authorization by its board of directors.
The closing of the purchase of the Shares shall take place as
soon as practicable after satisfaction of the conditions set forth
above, upon not less than two business days' notice from the Buyer to
the Seller. At the closing, the Seller will deliver a certificate or
certificates for the Shares free and clear of any lien, charge or
other interest or encumbrance of any nature, and the Buyer will pay
the purchase price for the Shares by wire transfer of immediately
available funds.
The Buyer and the Seller each agree, for itself and its
directors, officers, employees, affiliates, representatives and
agents, not to disclose the existence of this letter or any terms,
conditions or other facts with respect to the subject matter hereof,
except as may be required by law (including, in the case of the
Buyer, to obtain the approval of the SEC under the Holding Company
Act) or with the written consent of the other party.
Chesapeake Utilities Corporation
August 31, 1998
Page 2
If you agree with the foregoing and wish to accept the offer set
forth above, please sign both copies of this letter, retaining one
copy for your files and returning one copy to the undersigned. If
the offer set forth herein is not so accepted by 5:00 P.M. EDT on
August 31, 1998, it will expire and be of no further force or effect.
Yours very truly,
SOUTHERN COMPANY
By: /s/ X. X. Xxxxxxxxx
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Title: Financial VP
Accepted and agreed to:
CHESAPEAKE UTILITIES CORPORATION
By: /s/ Xxxx X. Xxxxxxxxxxx
------------------------------------
Title: President
