<PAGE> 1
As filed with the Securities and File No. 1-13895
Exchange Commission on April 28, 1998
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON DC 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
Conectiv
(exact name of registrant as specified in its charter)
Delaware 51-0377417
(State of Incorporation) (IRS Employer No.)
800 King Street, Wilmington, Delaware 19899
(Address of Principal Executive offices including Zip Code)
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A(c), please check the following box. /X/
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A(d), please check the following box. / /
Securities to be registered pursuant to Section 12(b) of the Act
<TABLE>
<CAPTION>
Name of each exchange on
Title of each class to be so registered which each class is to be registered
<S> <C>
Preferred Stock Purchase Rights New York Stock Exchange
</TABLE>
Securities to be registered pursuant to Section 12(g) of the Act
None
<PAGE> 2
Item 1. Description of Registrant's Securities to be Registered
On April 23, 1998, the Board of Directors of Conectiv (the
"Company") declared a dividend of one Right (a "Company Common Right") for each
outstanding share of Common Stock, par value $.01 per share (the "Company Common
Stock"), and one Right (a "Class A Common Right,") for each outstanding share of
Class A Common Stock, par value $.01 per share (the "Class A Common Stock") in
each case payable to stockholders of record as of the close business on May 11,
1998 (the "Record Date") and for each share of Company Common Stock and Class A
Common Stock issued (including shares distributed from Treasury) by the Company
thereafter and prior to the Distribution Date (as defined below). The Company
Common Rights and the Class A Common Rights are hereinafter referred to as
"Rights".
Prior to the Distribution Date, the Rights will be evidenced
by the certificates representing shares of outstanding Company Common Stock or
Class A Common Stock to which they are attached, and no separate Rights
Certificates will be distributed. Until the Distribution Date, (i) the Rights
will be transferred with and only with such Company Common Stock certificates or
Class A Common Stock certificates, (ii) new Company Common Stock certificates or
Class A Common Stock certificates issued after the Record Date (including shares
distributed from Treasury) will contain a notation incorporating the Rights
Agreement by reference, and (iii) the surrender for transfer of any certificates
representing outstanding Company Common Stock or Class A Common Stock will also
constitute the transfer of the Rights associated with either the Company Common
Stock or the Class A Common Stock represented by such certificates.
As soon as practicable after the Distribution Date, the Rights
Agent will mail separate certificates evidencing the Rights to each holder of
record of Company Common Stock or Class A Common Stock as of the close of
business on the Distribution Date and thereafter the separate Rights
Certificates alone will represent the Company Common Rights or the Class A
Common Rights. The "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 (other than the Company, any subsidiary of the Company or any
employee benefit plan of the Company or such subsidiary) (an "Acquiring Person")
has acquired, obtained the right to acquire, or otherwise obtained beneficial
ownership of an aggregate of 15% or more of the total voting power represented
by all the then outstanding shares of Company Common Stock, Class A Common Stock
and other voting securities of the Company (the "Voting Securities"), and (ii)
10 business days (or such later date as may be determined by action of the Board
of Directors prior to such time as any person becomes an Acquiring Person)
following the commencement of a tender offer or exchange offer that would result
in a person or group beneficially owning an aggregate of 15% or more of the
total voting power represented by all the then outstanding shares of Voting
Securities.
Prior to the Distribution Date, the Rights are not
exercisable. After the Distribution Date, each Company Common Right entitles the
registered holder, subject to the terms of the Rights Agreement (as defined
below), to purchase from the Company one one-hundredth of a share (a "Unit") of
Series 1 Junior Preferred Stock, par value $.01 per share (the
<PAGE> 3
"Series 1 Preferred Stock"), at a purchase price of $65.00 per Unit, subject to
adjustment and each Class A Common Right entitles the registered holder, subject
to the terms of the Rights Agreement, to purchase from the Company one
one-hundredth of a share of Series 2 Junior Preferred Stock, par value $.01 per
share (the "Series 2 Preferred Stock"), at a purchase price of $65.00 per Unit.
The description and terms of the Rights are set forth in a Rights Agreement
between the Company and Conectiv Resource Partners, Inc. as Rights Agent (the
"Rights Agreement"), a copy of which is attached as an exhibit hereto and the
description thereof is qualified in its entirety by reference thereto.
In the event that a person becomes an Acquiring Person, then
each holder of a Company Common Right or a Class A Common Right (other than the
Acquiring Person) will thereafter have the right to receive, upon exercise,
Units of Series 1 or Series 2 Preferred Stock (or, in certain circumstances,
cash, property, or other securities of the Company) having a value equal to two
times the exercise price of the Company Common Right or the Class A Common
Right. After any person has become an Acquiring Person, all Rights that are, or
under certain circumstances specified in the Rights Agreement were, benefically
owned by an Acquiring Person will become null and void.
In the event that, at any time after a person or group becomes
an "Acquiring Person," (i) the Company is acquired in a merger or other business
combination with another company and the Company is not the surviving
corporation (other than a merger described in the preceding paragraph), (ii)
another company consolidates or merges with the Company and all or part of the
Company Common Stock or Class A Common Stock is converted or exchanged for other
securities, cash, or property, or (iii) 50% or more of the consolidated assets
or earning power of the Company and its subsidiaries is sold or transferred to
another company, each holder of a Company Common Right (except Rights that
previously have been voided) shall thereafter have the right to receive, upon
exercise, common stock or other equity interest of the ultimate parent of such
other company having a value equal to two times the exercise price of the
Company Common Right or the Class A Common Right.
At any time prior to such time as any person or group or
affiliated or associated persons becomes an Acquiring Person, the Company's
Board of Directors may redeem the Rights in whole, but not in part, at a price
of $.01 per Right (subject to adjustment in certain events) (the "Redemption
Price"). In addition, prior to a Distribution Date and prior to such time as any
person or group of affiliated or associated persons becomes an Acquiring Person,
the Company may, in connection with the redemption or purchase by the Company of
shares of Class A Common Stock in accordance with the applicable provisions of
the Company's Restated Certificate of Incorporation, redeem the Class A Common
Rights attached to the shares of Class A Common Stock so redeemed or purchased
at a redemption price of $.01 per Right, subject to adjustment. Immediately upon
the action of the Company's Board of Directors ordering the redemption of the
Rights, the Rights will terminate and the only right of the holders of such
Rights will be to receive the Redemption Price.
At any time after any Person or group of affiliated or
associated persons becomes an Acquiring Person and before any such person or
group shall become the beneficial owner of 50% or more of the total voting power
of the aggregate of all shares of Voting Securities then outstanding, the Board
of Directors, at its option, may exchange each Right (other than Rights that
previously have become void as described above) in whole or in part, at an
exchange ratio of
<PAGE> 4
one Unit of Series 1 Preferred Stock per Company Common Right (subject to
adjustment in certain events) or one Unit of Series 2 Preferred Stock per Class
A Common Right (subject to adjustment in certain events).
Until the Rights are exercised, the holders thereof, as such,
will have no rights as stockholders of the Company, 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 Company, stockholders
may, depending upon the circumstances, recognize taxable income in the event
that the Rights become exercisable for Units of Series 1 Preferred Stock or
Series 2 Preferred Stock (or other consideration).
The Rights will expire at the Close of Business on the tenth
anniversary date of the Rights Agreement unless earlier redeemed, exchanged or
voided by the Company. Any of the provisions of the Rights Agreement may be
amended without the approval of the holders of the Rights in order to cure any
ambiguity, defect, inconsistency or to make any other changes that the Board may
deem necessary or desirable. After any Person or group of affiliated or
associated Persons becomes an Acquiring Person, the provisions of the Rights
Agreement may not be amended in any manner that would adversely affect the
interests of the holders of the Rights excluding the interests of any Acquiring
Person.
Item 2. Exhibits
<TABLE>
<CAPTION>
Exhibit
Number Exhibit
------ -------
<S> <C> <C>
4.1 Rights Agreement dated as of April 23, 1998 between
Conectiv and Conectiv Resource Partners, Inc.(including a
Form of Company Common Rights Certificate and Class A
Common Rights Certificate as Exhibits A-1 and A-2
thereto, a Summary of Rights to Purchase Series 1 Junior
Preferred Stock and a Summary of Rights to Purchase
Series 2 Junior Preferred Stock as Exhibits B-1 and B-2
thereto and a Form of Certificate of Designation of Series 1
Junior Preferred Stock and a Form of Certificate of
Designation of Series 2 Junior Preferred Stock as Exhibits
C-1 and C-2 thereto) (Incorporated by reference to the
filing on Form 8-K dated April 23, 1998.)
</TABLE>
<PAGE> 5
Signatures
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
it behalf by the undersigned, thereto duly authorized.
Conectiv
By: /s/ L. M. Walters
-----------------
Treasurer
Date: April 28, 1998
