425
(CHESAPEAKE LOGO)   Filed by Chesapeake Utilities Corporation
Pursuant to Rule 425 under the Securities Act of 1933
And Deemed Filed Pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Florida Public Utilities Company
Commission File No.: 001-10608
Date: April 20, 2009
     
(FLORIDA PUBLIC LOGO)
  (SHARED FUTURE LOGO)
Chesapeake Utilities Corporation & Florida Public Utilities Agreement to Merge
  All Stock Transaction; Each Common Share of Florida Public Utilities to be Converted into .405 Shares of Chesapeake Utilities Corporation
 
  Combined Energy Company of Approximately $595 Million in Total Assets and Serve Approximately 200,000 Customers
 
  Management Expects Transaction to be Earnings Neutral or Slightly Accretive in 2010 and Meaningfully Accretive in 2011
Total Assets
at December 31, 2008
(in millions)
(PIE CHART)
Strategic Rationale
Chesapeake Utilities Corporation
  Expanded Scale and Scope — Increased Utility Foundation
    Adds electric to our energy portfolio
 
    Increased platform to grow the business
 
    Increased human resources in all functions
 
    Spread corporate overhead out over a larger base
  Combined Florida business is approximately 6x the size of Chesapeake’s current Florida business (based upon customers served)
 
  EPS meaningfully accretive in 2011 based upon Chesapeake’s internal earnings expectations
 
  Increased financial strength
Florida Public Utilities
  Immediate, significant increase in value to FPU’s shareholders
 
  Geographic and regulatory diversity
 
  Combines two companies that have similar values
 
  Larger corporate infrastructure to support business needs
 
  Increased financial strength
 
  Increased access to capital
About Us
Chesapeake Utilities Corporation
  Incorporated: 1947
 
  Employees: 448
 
  2008 Revenue: $291.4 million
 
  Ticker Symbol: NYSE: CPK
 
  Business: Natural gas distribution, transmission and marketing; propane distribution and wholesale marketing; advanced information services and other related businesses
 
  Distribution Service Area: Delaware, Maryland, Virginia, Pennsylvania and Florida
 
  Distribution Customers: Approximately 100,000
 
  Headquarters: Dover, Delaware
Florida Public Utilities
  Founded: 1924
 
  Employees: 348
 
  2008 Revenues: $168.5 million
 
  Ticker Symbol: NYSE Amex: FPU
 
  Business: Natural gas distribution; propane distribution; electricity distribution and service-related products
 
  Distribution Service Area: Florida
 
  Distribution Customers: Approximately 96,000
 
  Headquarters: West Palm Beach, Florida
Customer Profiles
Florida Customers
(as of December 31, 2008)
(BAR GRAPH)
Delmarva and Florida Customers
(as of December 31, 2008)
(BAR GRAPH)
Total Customers
(as of December 31, 2008)
(PIE CHART)


 

(CHESAPEAKE LOGO)
(FLORIDA PUBLIC LOGO)   (SHARED FUTURE LOGO)
Financial Information
Net Income History
(for the Three Years Ended December 31, 2008)
(BAR GRAPH)
2008 EBIT by Business Unit
at December 31, 2008
(in millions)
(BAR GRAPH)
Net Plant by Business Unit
at December 31, 2008
(in millions)
(BAR GRAPH)
Capital Structure
(at December 31, 2008)
(BAR GRAPH)
Florida Energy Service Areas
(MAP)
Governance Matters
Headquarters
  Headquarters of Chesapeake remains in Dover
 
  Combined Florida utilities will be renamed Florida Public Utilities; Florida administrative groups to be combined upon regulatory approvals
Board Composition
  Two FPU Board members will join the Chesapeake Board of Directors
Oversight
  Chesapeake management team will be unchanged
 
  John Schimkaitis will become Chairman and CEO of FPU
 
  Jack English will be retained as a consultant for up to twenty-four months following the merger, and will assist in the integration effort.
Investor Relations Contacts
Chesapeake Utilities Corporation
909 Silver Lake Boulevard
Dover, DE 19904
302.734.6799
www.chpk.com
John Schimkaitis, President and Chief Executive Officer
302.734.6757; jschimkaitis@chpk.com
Michael P. McMasters, Executive Vice President and
Chief Operating Officer
302.734.6798; mmcmasters@chpk.com
Beth W. Cooper, Senior Vice President, Chief Financial Officer,
Treasurer and Corporate Secretary
302.734.6022; bcooper@chpk.com
Florida Public Utilities
401 South Dixie Highway
West Palm Beach, Florida 33401
561.832.0872
www.fpuc.com
Jack English, Chairman, President and CEO
561.838.1762; jenglish@fpuc.com
George Bachman, Chief Financial Officer, Treasurer and Secretary
561.838.1731; gbachman@fpuc.com


 

IMPORTANT INFORMATION:
Additional Information and Where to Find It
In connection with the proposed merger, Chesapeake will file a registration statement on Form S-4 with the SEC, which will include a joint proxy statement of Chesapeake and Florida Public Utilities and a prospectus, as well as other materials. WE URGE INVESTORS TO READ THE REGISTRATION STATEMENT AND JOINT PROXY STATEMENT/PROSPECTUS AND THESE OTHER MATERIALS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT CHESAPEAKE, FLORIDA PUBLIC UTILITIES AND THE PROPOSED MERGER. Investors will be able to obtain free copies of the registration statement and proxy statement/prospectus (when available) as well as other filed documents containing information about Chesapeake and Florida Public Utilities at http://www.sec.gov, the SEC’s Web site. Free copies of Chesapeake’s SEC filings are also available on Chesapeake’s Web site at investor.shareholder.com/CPK/sec.cfm and free copies of Florida Public Utilities’ SEC filings are also available on Florida Public Utilities’ Web site at www.fpuc.com/about_us/invest.asp.
Participants in the Solicitation
Chesapeake and Florida Public Utilities and their respective directors, executive officers, other members of management and employees may be deemed, under SEC rules, to be participants in the solicitation of proxies with respect to the proposed merger. Information about the directors and executive officers of Florida Public Utilities is set forth in the proxy statement for Florida Public Utilities’ 2009 Annual Meeting of Stockholders, as filed with the SEC on a Schedule 14A on April 6, 2009 and Form 10-K filed with the SEC on March 20, 2009. Information about the directors and executive officers of Chesapeake is set forth in the proxy statement for Chesapeake’s 2009 Annual Meeting of Stockholders, as filed with the SEC on a Schedule 14A on March 27, 2009 and Form 10-K filed with the SEC on March 9, 2009. Additional information regarding the interests of those participants and other persons who may be deemed participants in the merger may be obtained by reading the registration statement, joint proxy statement/prospectus and other materials to be filed with the SEC regarding the proposed merger when it becomes available. You may obtain free copies of these documents as described previously.