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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES
OF SECURITIES PURSUANT TO SECTION 12(b) OR (g)
OF THE SECURITIES EXCHANGE ACT OF 1934
Lone Star Energy Plant Operations, Inc.
(Exact name of registrant as specified in its charter)
Texas 75-2421863
(State of incorporation (IRS Employer
or organization) Identification No.)
1817 Wood Street
Dallas, Texas 75201-5598
(Address of principal executive offices,
including zip code)
Securities to be registered pursuant to Section 12(b) of the Act:
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Name of each exchange
Title of each class on which each class
to be so registered is to be registered
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Rights to Purchase $200 Series A New York Stock Exchange, Inc.
Junior Participating Preferred Stock
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Securities to be registered pursuant to Section 12(g) of the Act:
Not applicable
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Item 1. Description of Securities To Be Registered.
On September 10, 1996, the Board of Directors of Lone Star Energy
Plant Operations, Inc. (the "Corporation") authorized the issuance and
distribution of one Right for each outstanding share of Lone Star Energy
Plant Operations, Inc. Common Stock to shareholders of record at the close
of business on September 30, 1996 (the "Record Date"). Each Right entitles
the registered holder to purchase from the Corporation one two-hundredth of
a share of $200 Series A Junior Participating Preferred Stock, without par
value (the "Preferred Stock"), at a Purchase Price of $45 per one two-hundredth
of a share, subject to adjustment. The description and terms of
the Rights are set forth in a Rights Agreement (the "Rights Agreement")
between the Corporation and Harris Trust Company of New York, as Rights
Agent.
Initially, the Rights will be attached to all Common Stock
certificates representing shares then outstanding, and no separate Rights
Certificates will be distributed. The Rights will be separate from the
Common Stock and a Distribution Date will occur upon the earlier of (i) 10
days following a public announcement that a person or group of affiliated
or associated persons (an "Acquiring Person") has acquired, or obtained the
right to acquire, beneficial ownership of 18% or more of the outstanding
shares of Common Stock (the "Stock Acquisition Date"), or (ii) 10 business
days (or such later date as the Board shall determine) following the
commencement of a tender offer or exchange offer that would result in a
person or group beneficially owning 18% or more of such outstanding shares
of Common Stock. Until the Distribution Date, (i) the Rights will be
evidenced by the Common Stock certificates and will be transferred with and
only with such Common Stock certificates, (ii) new Common Stock
certificates issued after the Record Date will contain a notation
incorporating the Rights Agreement by reference and (iii) the surrender for
transfer of any certificates for Common Stock outstanding will also
constitute the transfer of the Rights associated with the Common Stock
represented by such certificate.
The Rights are not exercisable until the Distribution Date and will
expire at the close of business on September 10, 2006, unless earlier
redeemed by the Corporation as described below.
As soon as practicable after the Distribution Date, Rights
Certificates will be mailed to holders of record of the Common Stock as of
the close of business on the Distribution Date and, thereafter, the
separate Rights Certificates alone will represent the Rights. Except as
otherwise determined by the Board of Directors and except in certain
circumstances set forth in the Rights Agreement, only shares of Common
Stock issued prior to the Distribution Date will be issued with Rights.
In the event that a Person becomes the beneficial owner of 18% or
more of the then outstanding shares of Common Stock (except pursuant to an
offer for all outstanding shares of Common Stock which the independent
directors determine to be fair to and otherwise in the best interests of
the Corporation and its shareholders), each holder of a Right will
thereafter have the right to receive, upon exercise, Common Stock (or, in
certain circumstances, other consideration of the Corporation) having a
value equal to two times the exercise price of the Right. Notwithstanding
any of the foregoing, following the occurrence of the event set forth in
this paragraph, all Rights that are, or (under certain circumstances
specified in the Rights Agreement) were, beneficially owned by any
Acquiring Person will be null and void. However, Rights are not
exercisable following the occurrence of the event set forth above until
such time as the Rights are no longer redeemable by the Corporation as set
forth below.
For example, at an exercise price of $45 per Right, each Right not
owned by an Acquiring Person (or by certain related parties) following an
event set forth in the preceding paragraph would entitle its holder to
purchase $90 worth of Common Stock (or other consideration, as noted above)
for $45. Assuming that the Common Stock had a per share value of $10 at
such time, the holder of each valid Right would be entitled to purchase 9
shares of Common Stock for $45.
In the event that, at any time following the Stock Acquisition Date,
(i) the Corporation is acquired in a merger or other business combination
transaction in which the Corporation is not the surviving corporation
(other than a merger which follows an offer described in the second
preceding paragraph), (ii) the Corporation is acquired pursuant to a share
exchange transaction under the Texas Business Corporation Act, or (iii) 50%
or more of the Corporation's assets or earning power is sold or
transferred, each holder of a Right (except Rights which previously have
been voided as set forth above) shall thereafter have the right to receive,
upon exercise, common stock of the acquiring company having a value equal
to two times the exercise price of the Right. The events set forth in this
paragraph and in the second preceding paragraph are referred to as the
"Triggering Events."
At any time until fifteen days following the Stock Acquisition Date,
or such later date not to exceed one year from the Stock Acquisition Date
which may be set by the Board while the Rights are still redeemable, the
Corporation may redeem the Rights in whole, but not in part, at a price of
$.01 per Right. Under certain circumstances set forth in the Rights
Agreement, the decision to redeem or extend the period of redemption shall
require the concurrence of a majority of the Continuing Directors.
Immediately upon the action of the Board ordering redemption of the Rights,
the Rights will terminate and the only right of the holders of Rights will
be to receive the $.01 redemption price.
The term "Continuing Directors" means any member of the Board of
Directors of the Corporation who was a member of the Board prior to the
date of the Rights Agreement, and any person who is subsequently elected to
the Board if such person is recommended or approved by a majority of the
Continuing Directors, but shall not include an Acquiring Person, or an
affiliate or associate of an Acquiring Person, or any representative of the
foregoing entities.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Corporation, including, without limitation,
the right to vote or to receive dividends. While the distribution of the
Rights will not be taxable to stockholders or to the Corporation,
stockholders may, depending upon the circumstances, recognize taxable
income in the event that the Rights become exercisable for Common Stock (or
other consideration) of the Corporation or for common stock of the
acquiring company as set forth above.
Any of the provisions of the Rights Agreement may be amended by the
Board (in certain circumstances with the concurrence of a majority of the
Continuing Directors) prior to the Distribution Date. After the
Distribution Date, the provisions of the Rights Agreement may be amended by
the Board in order to cure any ambiguity, to correct any inconsistency, to
conform to applicable law or to make changes which do not adversely affect
in any material respect the interests of holders of Rights.
As of September 10, 1996, there were 10 shares of Common Stock of the
Corporation outstanding and no shares of Common Stock of the Corporation in
the treasury. As of September 10, 1996, no options to purchase shares of
Common Stock were outstanding. Each share of Common Stock of the
Corporation outstanding at the close of business on September 30, 1996,
will receive one Right. So long as the Rights are attached to the Common
Stock, one additional Right (as such number may be adjusted pursuant to the
provisions of the Rights Agreement) shall be deemed to be delivered for
each share of Common Stock issued or transferred by the Corporation in the
future. In addition, following the Distribution Date and prior to the
expiration or redemption of the Rights, the Corporation may issue Rights
when it issues Common Stock only if the Board deems it to be necessary or
appropriate, or in connection with the issuance of shares of Common Stock
pursuant to the exercise of stock options or under employee plans or upon
the exercise, conversion or exchange of certain securities of the
Corporation.
The Rights may have certain anti-takeover effects. The Rights will
cause substantial dilution to a person or group that attempts to acquire
the Corporation in a manner which causes the Rights to become discount
Rights unless the offer is conditional on a substantial number of Rights
being acquired. The Rights, however, should not affect any prospective
offeror willing to make an offer at a fair price and otherwise in the best
interests of the Corporation and its stockholders as determined by a
majority of the Directors who are not affiliated with the person making the
offer, or willing to negotiate with the Board. The Rights should not
interfere with any merger or other business combination approved by the
Board since the Board may, at its option, at any time until ten days
following the Stock Acquisition Date redeem all but not less than all the
then outstanding Rights at the Redemption Price.
The Rights Agreement, dated as of September 10, 1996, between the
Corporation and Harris Trust Company of New York, as Rights Agent,
specifying the terms of the Rights and including the exhibits thereto, is
included as an Exhibit and is incorporated herein by reference. The fore-
going description of the Rights is qualified in its entirety by reference
to such exhibit.
Item 2. Exhibits.
1 Rights Agreement, dated as of September 10, 1996, between Lone
Star Energy Plant Operations, Inc. and Harris Trust Company of
New York, as Rights Agent, including the form of Rights
Certificate as Exhibit A and the Summary of Rights to Purchase
Voting Preferred Stock as Exhibit B, filed as Exhibit 10.21 to
Registrant's Registration Statement No. 333-13241 which is
incorporated herein by reference. Pursuant to the Rights
Agreement, printed Rights Certificates will not be mailed until
after the Distribution Date (as such term is defined in the Rights
Agreement).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to
be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: April 16, 1997 Lone Star Energy Plant Operations, Inc.
By: /s/ A. E. Gallatin
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A. E. Gallatin
Vice President and Treasurer
