SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
________
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Central Maine Power Company
(Exact name of registrant as specified in its charter)
Maine 01-0042740
(State of incorporation or organization) (I.R.S. employer
identification no.)
83 Edison Drive, Augusta, Maine 04336
(Address of principal executive) (zip code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Common Share Purchase Rights New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of class)<PAGE>
Item 1. Description of Securities To Be Registered
On September 28, 1994, the Board of Directors of
Central Maine Power Company (the "Company") declared a dividend
of one common share purchase right (a "Right") for each
outstanding share of the common stock, par value $5.00 per share,
of the Company (the "Common Shares"). The dividend is payable to
the shareholders of record as of the close of business on October
17, 1994 (the "Record Date"). Each Right entitles the registered
holder to purchase from the Company at any time following the
Distribution Date (as defined below) one Common Share at an
initial purchase price of $40 per Common Share, subject to
adjustment (the "Purchase Price"). The description and terms of
the Rights are set forth in the Rights Agreement (the "Rights
Agreement") dated as of September 30, 1994 between the Company
and Chemical Bank, as Rights Agent (the "Rights Agent").
Initially, the Rights will be evidenced, with respect
to any of the Common Share certificates outstanding as of the
Record Date, by such Common Share certificates. The Rights will
separate from the Common Shares upon the Distribution Date, which
shall be the earlier to occur of (i) the close of business on the
tenth day following a public announcement that a person or group
of affiliated or associated persons (collectively, a "Person")
have acquired beneficial ownership of 20% or more of the
outstanding Common Shares (such Person being hereinafter referred
to as an "Acquiring Person") or (ii) the close of business on the
tenth day (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, or the first
public announcement of an intention of any Person to commence, a
tender offer or exchange offer the consummation of which would
result in such Person becoming an Acquiring Person, provided that
such Person is not the Company or any subsidiary of the Company,
any employee benefit plan of the Company or any subsidiary of the
Company or any entity holding Common Shares for or pursuant to
the terms of such plan.
Until the Distribution Date, (i) the Rights will be
evidenced by the certificates for Common Shares and will be
transferred with and only with such Common Share certificates,
(ii) new certificates for Common Shares issued after the Record
Date will contain a notation incorporating the Rights Agreement
by reference, and (iii) the surrender for transfer of any such
certificates for Common Shares outstanding on the Record Date,
with or without a copy of this Summary of Rights being attached
thereto, will also constitute the transfer of the Rights
associated with the Common Shares represented thereby. As soon
as practical following the Distribution Date, separate
certificates evidencing the Rights ("Right Certificates") will be
mailed to holders of record of the Common Shares as of the close
of business on the Distribution Date and such separate Right
Certificates alone will evidence the Rights. Subject to certain
exceptions, only Common Shares issued prior to the Distribution
Date will be issued with Rights.<PAGE>
The Rights are not exercisable until the Distribution
Date and will expire on the earlier of (i) the close of business
on October 31, 2004, (ii) the time at which the Rights are
redeemed by the Company or (iii) if a Person has become an
Acquiring Person, the time at which the Rights (other than Rights
which are void as described below) are exchanged for Common
Shares at an exchange ratio of one Common Share per Right, as
adjusted by the Company (provided, however, that such exchange
may not take effect at any time after any Person becomes a
beneficial owner of 50% or more of the Common Shares then
outstanding).
The Purchase Price payable and the number of Common
Shares issuable upon exercise of the Rights are subject to
adjustment from time to time to prevent dilution in the event of
(i) a stock dividend on, or a subdivision, combination or
reclassification of, the Common Shares, (ii) the issuance of
rights, options or warrants to subscribe for or purchase Common
Shares at a price, or securities convertible into Common Shares
at a conversion price, less than the then current market price of
the Common Shares or (iii) a distribution to all holders of the
Common Shares of evidences of indebtedness or assets (excluding
regular quarterly cash dividends or dividends payable in Common
Shares) or of subscription rights or warrants (other than those
referred to above).
With certain exceptions, no adjustment in the Purchase
Price will be required unless such adjustment would require an
increase or decrease of at least 1% in the Purchase Price. No
fractional Rights will be issued and, in lieu thereof, holders of
the Rights with regard to which such fractional Rights would
otherwise be issuable will be paid an amount in cash equal to the
same fraction of the current market value of a whole Right.
In the event, directly or indirectly, (i) the Company
consolidates with, or merges with and into, any other person,
(ii) any person consolidates with the Company, or merges with and
into the Company and the Company is the continuing or surviving
corporation of such merger and, in connection therewith, all or
part of the Common Shares is changed into or exchanged for stock
or other securities of any person (including the Company) or cash
or any other property, or (iii) the Company sells or otherwise
transfers in one or more transactions, assets or earning power
aggregating 50% or more of the assets or earning power of the
Company and its subsidiaries, taken as a whole, to any person
other than the Company or a wholly-owned subsidiary, proper
provision will be made so that each holder of a Right, except
Rights which previously have been voided as indicated below, will
thereafter have the right to receive, upon the exercise thereof
at the then current Purchase Price of the Right, that number of
shares of common stock of the other person which at the time of
such transaction will have a market value equal to two times the
Purchase Price of the Right.
-2-<PAGE>
In the event that any Person becomes an Acquiring
Person, except pursuant to an 80% Offer (as defined below),
proper provision shall be made so that each holder of a Right,
other than Rights beneficially owned by the Acquiring Person or
its affiliates or associates (which will thereafter be void),
will thereafter have the right to receive, upon exercise, that
number of Common Shares having a market value equal to two times
the exercise price of the Right. An "80% Offer" is a tender
offer whereby the Person (a) offers to acquire all the
outstanding Voting Stock of the Company held by any person other
than such Person or its affiliates for cash, (b) has received
written commitments for the full amount of the financing
necessary to consummate such tender offer from nationally
recognized lending institutions, and (c) will beneficially own
80% or more of the Voting Stock of the Company then outstanding
after consummation of such tender offer; provided that (i) the
80% Offer remains outstanding for a period of at least 45
business days, (ii) if the 80% Offer is amended to increase the
cash per share consideration paid to the Company's shareholders,
the 80% Offer will remain open for a period of at least 20
business days after it is amended (provided that in no event will
the 80% Offer have been outstanding for less than 45 business
days), (iii) if any Person announces or commences a tender offer
or exchange offer for the Common Shares or Voting Stock of the
Company where the per share consideration is higher than the
consideration being offered in the 80% Offer (a "Competing
Offer"), the 80% Offer must remain open for at least 20 business
days after the Competing Offer is announced or commenced
(provided that in no event will the 80% Offer be open for less
than 45 business days), (iv) the Person making the 80% Offer
commits in writing prior to commencement of the 80% Offer to
effect an all cash transaction following consummation of the 80%
Offer pursuant to which the remaining shareholders receive the
same cash per share price paid to acquire Common Shares in the
80% Offer, and (v) the Person making the 80% Offer commits in
writing prior to the commencement of the 80% Offer not to renew,
extend or change the terms of its original tender offer (other
than amendments in accordance with (ii) or (iii) above or to
increase the cash per share price paid to shareholders in such
original tender offer) or to make a new tender offer for one year
after commencement of its original tender offer if its original
tender offer is not consummated and there is not commenced within
such one year period a competing all cash tender offer for all
Voting Stock of the Company in which the per share price is
higher than the per share price offered in such original tender
offer.
Except in connection with an 80% Offer, any Rights
acquired or beneficially owned by any Acquiring Person or its
affiliates or associates will be void, and any holder of such
Rights will thereafter have no right to exercise such Rights
under any provision of the Rights Agreement.
-3-<PAGE>
At any time prior to a Person becoming an Acquiring
Person, the Board of Directors of the Company may redeem the then
outstanding Rights in whole, but not in part, at a price of $.01
per Right, subject to adjustment (the "Redemption Price"). The
redemption of the rights may be made effective at such time, on
such basis and with such conditions as the Board of Directors in
its sole discretion may establish. Immediately upon any
redemption of the Rights, the right to exercise the Rights will
terminate and the only right of the holders of Rights will be to
receive the Redemption Price.
The terms of the Rights may be amended by the Board of
Directors of the Company without the consent of the holders of
the Rights, including, prior to the Distribution Date, an
amendment to lower the threshold for an Acquiring Person from 20%
to not less than the greater of (i) any percentage greater than
the largest percentage of the outstanding Common Shares then
known by the Company to be beneficially owned by any Person and
(ii) 10%. After the Distribution Date, no such amendment may
adversely affect the interests of the holders of the Rights.
Issuance of the Common Shares upon exercise of the
Rights is subject to any necessary regulatory approvals. Until a
Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company, including, without
limitation, the right to vote or to receive dividends.
Item 2. Exhibits
1. Rights Agreement dated as of September 30,
1994 between Central Maine Power Company and
Chemical Bank. Pursuant to the Rights
Agreement, printed Right Certificates will
not be mailed until as soon as practicable
after the earliest of the tenth day after
public announcement that a person or group
has acquired beneficial ownership of 20% or
more of the Common Shares or the tenth day
(or such later date as determined by the
Company's Board of Directors) after a person
commences or announces its intention to
commence a tender or exchange offer the
consummation of which would result in the
beneficial ownership by a person or group of
20% or more of the Common Shares
2. Letter to shareholders of Central Maine Power
Company, dated October 17, 1994
-4-<PAGE>
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, thereto duly authorized.
Central Maine Power Company
By: _________________________
Douglas Stevenson
Treasurer
Dated: October 20, 1994
-5-<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Exhibit
1. Rights Agreement dated as of
September 30, 1994 between Central
Maine Power Company and Chemical
Bank. Pursuant to the Rights
Agreement, printed Right
Certificates will not be mailed
until as soon as practicable after
the earliest of the tenth day after
public announcement that a person
or group has acquired beneficial
ownership of 20% or more of the
Common Shares or the tenth day (or
such later date as determined by
the Company's Board of Directors)
after a person commences or
announces its intention to commence
a tender or exchange offer the
consummation of which would result
in the beneficial ownership by a
person or group of 20% or more of
the Common Shares
2. Letter to shareholders of Central
Maine Power Company, dated October
17, 1994
-6-<PAGE>
CONFORMED COPY
_________________________________________________________________
_
RIGHTS AGREEMENT
Dated as of September 30, 1994
by and between
CENTRAL MAINE POWER COMPANY
and
CHEMICAL BANK
_________________________________________________________________
_
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TABLE OF CONTENTS
Page
Section 1. Certain Definitions . . . . . . . . . . . 1
Section 2. Appointment of Rights Agent . . . . . . . 7
Section 3. Issue of Right Certificates . . . . . . . 8
Section 4. Form of Right Certificates . . . . . . . 11
Section 5. Countersignature and Registration . . . . 12
Section 6. Transfer, Split Up, Combination and
Exchange of Right Certificates;
Mutilated, Destroyed, Lost or
Stolen Right Certificates . . . . . . . 13
Section 7. Exercise of Rights; Purchase Price;
Expiration Date of Rights . . . . . . . 15
Section 8. Cancellation and Destruction of
Right Certificates . . . . . . . . . . 17
Section 9. Reservation and Availability of
Common Shares . . . . . . . . . . . . . 17
Section 10. Common Shares Record Date . . . . . . . . 19
Section 11. Adjustment of Purchase Price, Number of
Shares or Number of Rights . . . . . . 20
Section 12. Certificate of Adjusted Purchase Price
or Number of Shares . . . . . . . . . . 36
Section 13. Consolidation, Merger or Sale or Transfer
of Assets or Earning Power . . . . . . 36
Section 14. Fractional Rights and Fractional Shares . 38
Section 15. Rights of Action . . . . . . . . . . . . 40
Section 16. Agreement of Right Holders . . . . . . . 41
Section 17. Right Certificate Holder Not Deemed a
Shareholder . . . . . . . . . . . . . . 42
Section 18. Concerning the Rights Agent . . . . . . . 42
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Page
Section 19. Merger or Consolidation or Change of
Name of Rights Agent . . . . . . . . . 44
Section 20. Duties of Rights Agent . . . . . . . . . 45
Section 21. Change of Rights Agent . . . . . . . . . 48
Section 22. Issuance of New Right Certificates . . . 50
Section 23. Redemption . . . . . . . . . . . . . . . 51
Section 24. Exchange . . . . . . . . . . . . . . . . 53
Section 25. Notice of Certain Events . . . . . . . . 55
Section 26. Notices . . . . . . . . . . . . . . . . . 57
Section 27. Supplements and Amendments . . . . . . . 58
Section 28. Successors . . . . . . . . . . . . . . . 59
Section 29. Benefits of this Agreement . . . . . . . 59
Section 30. Severability . . . . . . . . . . . . . . 59
Section 31. Governing Law . . . . . . . . . . . . . . 60
Section 32. Counterparts . . . . . . . . . . . . . . 60
Section 33. Descriptive Headings . . . . . . . . . . 61
Signatures . . . . . . . . . . . . . . . . . . . . . 61
Exhibit A - Form of Right Certificate
Exhibit B - Summary of Rights to Purchase Common Shares
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RIGHTS AGREEMENT
Rights Agreement, dated as of September 30, 1994 ("this
Agreement"), between Central Maine Power Company, a Maine
corporation (the "Company"), and Chemical Bank, a New York
corporation (the "Rights Agent").
The Board of Directors of the Company, upon and subject
to the terms and conditions hereof, has authorized and declared
(a) a dividend of one common share purchase right (a "Right") for
each Common Share (as hereinafter defined) of the Company
outstanding on October 17, 1994 (the "Record Date"), each Right
representing the right to purchase one Common Share, and (b) the
issuance of one Right with respect to each Common Share that
shall become outstanding between the Record Date and the earliest
of the Distribution Date, the Redemption Date and the Final
Expiration Date (as such terms are hereinafter defined).
Accordingly, in consideration of the premises and the
mutual agreements herein set forth, the parties hereby agree as
follows:
Section 1. Certain Definitions. For purposes of this
Agreement and the Right Certificates, the following terms have
the meanings indicated:
(a) "Acquiring Person" shall mean any Person (as such
term is hereinafter defined) who or which, together with all
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Affiliates and Associates (as such terms are hereinafter
defined) of such Person, shall be the Beneficial Owner (as
such term is hereinafter defined) of 20% or more of the
Common Shares then outstanding of the Company, but shall not
include the Company, any Subsidiary (as such term is
hereinafter defined) of the Company, any Employee Benefit
Plan (as such term is hereinafter defined) or any Person
holding Common Shares for or pursuant to the terms of any
such Employee Benefit Plan. Notwithstanding the foregoing,
no Person shall become an "Acquiring Person" as the result
of an acquisition of Common Shares by the Company which, by
reducing the number of shares outstanding, increases the
percentage of shares beneficially owned by such Person to
20% or more of the Common Shares of the Company then
outstanding; provided, however, that if a Person becomes the
Beneficial Owner of 20% or more of the Common Shares of the
Company then outstanding by reason of share purchases by the
Company and shall, after such share purchases by the
Company, become the Beneficial Owner of any additional
Common Shares of the Company (other than as part of a pro
rata distribution of Common Shares of the Company to all
holders of such Common Shares), then such Person shall be
deemed to be an "Acquiring Person".
(b) "Affiliate" and "Associate" shall have the respec-
tive meanings ascribed to such terms in Rule 12b-2 of the
General Rules and Regulations under the Securities Exchange
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Act of 1934, as amended (the "Exchange Act"), as in effect
on the date of the original execution and delivery of this
Agreement.
(c) A Person shall be deemed the "Beneficial Owner"
of, and shall be deemed to "beneficially own," any
securities:
(i) which such Person or any of such Person's
Affiliates or Associates beneficially owns, directly or
indirectly;
(ii) which such Person or any of such Person's
Affiliates or Associates has, directly or indirectly,
(A) the right to acquire (whether such right is
exercisable immediately or only after the passage of
time or the fulfillment of some other condition)
pursuant to any agreement, arrangement or understanding
(other than customary agreements with and between
underwriters and selling group members with respect to
a bona fide public offering of securities), or upon the
exercise of conversion rights, exchange rights, rights
(other than these Rights), warrants or options, or
otherwise; provided, however, that a Person shall not
be deemed the Beneficial Owner of, or to beneficially
own, securities tendered pursuant to a tender or
exchange offer made by or on behalf of such Person or
any of such Person's Affiliates or Associates until
such tendered securities are accepted for purchase or
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exchange; or (B) the right to vote pursuant to any
agreement, arrangement or understanding; provided,
however, that a Person shall not be deemed the
Beneficial Owner of, or to beneficially own, a security
if the agreement, arrangement or understanding to vote
such security (1) arises solely from a revocable proxy
or consent given to such Person in response to a public
proxy or consent solicitation made pursuant to, and in
accordance with, the applicable rules and regulations
of the Securities and Exchange Commission and (2) is
not also then reportable on Schedule 13D or Schedule
13G under the Exchange Act (or any comparable or
successor report); or
(iii) which are beneficially owned, directly or
indirectly, by any other Person with which such Person
or any of such Person's Affiliates or Associates has
any agreement, arrangement or understanding (other than
customary agreements with and between underwriters and
selling group members with respect to a bona fide
public offering of securities) for the purpose of
acquiring, holding, voting (except to the extent
contemplated by the proviso to Section 1(c)(ii)(B)
hereof) or disposing of any securities of the Company.
Notwithstanding anything in this definition of
Beneficial Ownership to the contrary, the phrase "then
outstanding," when used with reference to a Person's
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Beneficial Ownership of securities of the Company,
shall mean the number of such securities then issued
and outstanding together with the number of such
securities not then actually issued and outstanding
which such Person would be deemed to own beneficially
hereunder.
(d) "Business Day" shall mean any day other than a
Saturday, a Sunday, or a day on which banking institutions
in the State of Maine and/or the State of New York are
authorized or obligated by law or executive order to be
closed.
(e) "Close of Business" on any given date shall mean
5:00 P.M., Eastern Time, on such date; provided, however,
that if such date is not a Business Day it shall mean 5:00
P.M., Eastern Time, on the next succeeding Business Day.
(f) "Common Shares" when used with reference to the
Company shall mean the shares of common stock of the Company
(which, as of the date of the original execution and
delivery of this Agreement, have a par value of $5.00 per
share). "Common Shares" when used with reference to any
Person other than the Company shall mean the capital stock
(or equity interest) with the greatest voting power of such
other Person or, if such other Person is a Subsidiary of
another Person, the Person or Persons which ultimately
control such first-mentioned Person.
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(g) The term "current per share market price" shall
have the meaning set forth in Section 11(d) hereof.
(h) "Distribution Date" shall have the meaning set
forth in Section 3 hereof.
(i) "Employee Benefit Plan" shall mean any employee
benefit, executive compensation or other similar plan for
the benefit of employees of the Company or any Subsidiary of
the Company.
(j) "Final Expiration Date" shall have the meaning set
forth in Section 7 hereof.
(k) The terms "herein", "hereof" and like terms shall
refer to this Agreement as a whole and not to any particular
subsection or other subdivision.
(l) "Person" shall mean any individual, firm, corpora-
tion, partnership, joint venture, association, joint-stock
company, trust, unincorporated organization, other entity or
government or any agency or political subdivision thereof.
(m) "Purchase Price" shall have the meaning set forth
in Section 4(a) hereof.
(n) "Right Certificate" shall have the meaning set
forth in Section 3 hereof.
(o) "Redemption Date" shall have the meaning set forth
in Section 7 hereof.
(p) "Shares Acquisition Date" shall mean the first
date of public announcement by the Company or an Acquiring
Person that an Acquiring Person has become such.
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(q) "Subsidiary" of any Person shall mean any corpora-
tion or other entity of which a majority of the voting power
of the voting equity securities or equity interest of such
corporation or other entity is owned, directly or
indirectly, by such Person.
(r) "Voting Stock" shall mean (i) the Common Shares
and (ii) any other shares of capital stock of the Company
entitled to vote generally in the election of directors or
entitled to vote together with the Common Shares as a single
class in respect of any merger, consolidation, sale of all
or substantially all of the Company's assets, liquidation,
dissolution or winding up. Whenever any provision of this
Agreement requires a determination of whether a number of
shares of Voting Stock comprising a specified percentage of
such Voting Stock has been voted, tendered, acquired, sold
or otherwise disposed of, or a determination of whether a
Person has offered or proposed to acquire a number of shares
of Voting Stock comprising such specified percentage, the
number of shares of Voting Stock comprising such specified
percentage of Voting Stock shall in every such case be
deemed to be the number of shares of Voting Stock comprising
the specified percentage of the Company's entire voting
power then entitled to vote generally in the election of
directors or then entitled to vote together with the Common
Shares as a single class in respect of any merger,
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consolidation, sale of all or substantially all of the
Company's assets, liquidation, dissolution or winding up.
Section 2. Appointment of Rights Agent. The Company
hereby appoints the Rights Agent to act as agent for the Company
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in accordance with the terms and conditions hereof, and the
Rights Agent hereby accepts such appointment. The Company may at
any time and from time to time appoint such co-Rights Agents as
it may deem necessary or desirable.
Section 3. Issue of Right Certificates. (a) Until
the date (the "Distribution Date") that is the earlier of (i) the
Close of Business on the tenth day after the Shares Acquisition
Date or (ii) the Close of Business on the tenth day (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) after the date of the commencement of, or of the first
public announcement of the intention of any Person (other than
the Company, any Subsidiary of the Company, any Employee Benefit
Plan or any Person holding Common Shares for or pursuant to the
terms of any such Employee Benefit Plan) to commence, a tender or
exchange offer the consummation of which would result in any
Person becoming an Acquiring Person (which Distribution Date may
be a date on or after the date of the original execution and
delivery of this Agreement and prior to the issuance of the
Rights), (x) the Rights will be evidenced by the certificates for
Common Shares registered in the names of the holders thereof
(which certificates shall also be deemed to be Right
Certificates, unless the context otherwise requires) and not by
separate Right Certificates, and (y) the right to receive Right
Certificates will be transferable only in connection with the
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transfer of Common Shares. As soon as practicable after the
Distribution Date, the Company will prepare and execute, the
Rights Agent will countersign, and the Company will send or cause
to be sent (or the Rights Agent will, if requested by the
Company, send) by first-class, insured, postage-prepaid mail, to
each record holder of Common Shares as of the Close of Business
on the Distribution Date, at the address of such holder shown on
the records of the Company, a Right Certificate (a "Right
Certificate"), in substantially the form of Exhibit A hereto,
evidencing one Right for each Common Share so held, subject to
adjustment as provided for in Section 11 hereof. As of the
Distribution Date, the Rights will be evidenced solely by such
Right Certificates; provided, however, that the failure by the
Company to distribute such Right Certificates to a Person when
otherwise required hereunder shall not affect the right of such
Person to receive such Right Certificates and to exercise the
rights hereunder of a record owner of such Right Certificates as
if such Person had received such Right Certificates.
(b) On the Record Date, or as soon as practicable
thereafter, the Company will send a copy of a Summary of Rights
to Purchase Common Shares, in substantially the form of Exhibit B
hereto (the "Summary of Rights"), by first-class, postage-prepaid
mail, to each record holder of Common Shares as of the Close of
Business on the Record Date, at the address of such holder shown
on the records of the Company, in order for the Summary of Rights
to be attached to the certificate representing such holder's
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Common Shares. Until the earliest of the Distribution Date, the
Redemption Date or the Final Expiration Date, the registration or
transfer of any certificate for Common Shares outstanding on the
Record Date, with or without a copy of the Summary of Rights
attached thereto, shall also constitute the transfer of the
Rights associated with the Common Shares represented thereby.
(c) Certificates for Common Shares (including, without
limitation, Common Shares previously purchased or acquired by the
Company, as referred to in the last sentence of this paragraph
(c)) which become outstanding after the Record Date but prior to
the earliest of the Distribution Date, the Redemption Date or the
Final Expiration Date shall have impressed, printed or written on
or otherwise affixed to them the following legend:
This certificate also evidences and entitles
the holder hereof to certain rights as set
forth in a Rights Agreement by and between
Central Maine Power Company and Chemical
Bank, dated as of September 30, 1994 (the
"Rights Agreement"), the terms of which are
hereby incorporated herein by reference and a
copy of which is on file at the principal
executive offices of Central Maine Power
Company. Under certain circumstances, as set
forth in the Rights Agreement, such Rights
will be evidenced by separate certificates
and will no longer be evidenced by this
certificate. Central Maine Power Company
will mail to the holder of this certificate a
copy of the Rights Agreement without charge
after receipt of a written request therefor.
As described in the Rights Agreement, Rights
issued to any Person who is or becomes an
Acquiring Person or an Affiliate or Associate
thereof (in each case, as defined in the
Rights Agreement) are null and void.
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In the event that the Company purchases or acquires any Common
Shares after the Record Date but prior to the Distribution Date,
any Rights associated with such Common Shares shall be deemed
canceled and retired so that the Company shall not be entitled to
exercise any Rights associated with the Common Shares which are
no longer outstanding.
Section 4. Form of Right Certificates. (a) The Right
Certificates (and the forms of election to purchase Common Shares
and of assignment to be printed on the reverse thereof) shall be
substantially as set forth in Exhibit A hereto and may have such
marks of identification or designation and such legends,
summaries or endorsements printed thereon as the Company may deem
appropriate and as are not contrary to the express provisions of
this Agreement, or as may be required to comply with any
applicable law or with any rule or regulation made pursuant
thereto or with any rule or regulation of any stock exchange on
which the Rights may from time to time be listed, or to conform
to usage. Subject to the provisions of Section 22 hereof, the
Right Certificates shall entitle the holders thereof to purchase
such number of Common Shares as shall be set forth therein at the
purchase price per Common Share set forth therein, but the number
of such Common Shares and the purchase price per Common Share
shall be subject to adjustment as provided herein (such specified
or adjusted purchase price being hereinafter called the "Purchase
Price").
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(b) Any Right Certificate issued pursuant to Sec-
tion 3(a), Section 11(i) or Section 22 hereof that represents any
Rights that were or are beneficially owned by an Acquiring Person
or any Associate or Affiliate of such Acquiring Person and any
Right Certificate issued pursuant to Section 6 or Section 11
hereof upon transfer, exchange, replacement or adjustment of any
other Right Certificate referred to in this sentence, shall
contain (to the extent feasible) the following legend:
The Rights represented by this Right
Certificate are or were beneficially owned by
a Person who was, became or has announced an
intention to become an Acquiring Person, or
was or is an Affiliate or Associate thereof
(in each case, as defined in the Rights
Agreement). Accordingly, this Right
Certificate and the Rights represented hereby
are or will become null and void as provided
in Section 11(a)(ii) of the Rights Agreement.
Section 5. Countersignature and Registration. The
Right Certificates shall be executed on behalf of the Company by
its President or any of its Vice Presidents, either manually or
by facsimile signature, shall have affixed thereto or printed
thereon the Company's seal or a facsimile thereof, and shall be
attested by the Secretary or an Assistant Secretary of the
Company, either manually or by facsimile signature. The Right
Certificates shall be manually countersigned by the Rights Agent
and shall not be valid for any purpose unless countersigned. In
case any officer of the Company who shall have signed any of the
Right Certificates shall cease to be such officer of the Company
before countersignature by the Rights Agent and issuance and
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delivery by the Company, such Right Certificates, nevertheless,
may be countersigned by the Rights Agent and issued and delivered
by the Company with the same force and effect as though the
person who signed such Right Certificates had not ceased to be
such officer of the Company; and any Right Certificate may be
signed on behalf of the Company by any person who, at the actual
date of the execution of such Right Certificate, shall be a
proper officer of the Company to sign such Right Certificate,
although at the date of the execution of this Rights Agreement
any such person was not such an officer.
Following the Distribution Date, the Rights Agent will
keep or cause to be kept, at its principal office for transfer
agency functions, books for registration and registration of
transfer of the Right Certificates issued hereunder. Such books
shall show the names and addresses of the respective holders of
the Right Certificates, the number of Rights evidenced on its
face by each of the Right Certificates and the date of each of
the Right Certificates.
Section 6. Transfer, Split Up, Combination and
Exchange of Right Certificates; Mutilated, Destroyed, Lost or
Stolen Right Certificates. Subject to the provisions of Section
14 hereof, at any time after the Close of Business on the
Distribution Date, and at or prior to the Close of Business on
the earlier of the Redemption Date or the Final Expiration Date,
any Right Certificate or Right Certificates (other than Right
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Certificates representing Rights that have become void pursuant
to Section 11(a)(ii) hereof or that have been exchanged pursuant
to Section 24 hereof) may be transferred, split up, combined or
exchanged for another Right Certificate or Right Certificates,
entitling the registered holder to purchase a like number of
Common Shares as the Right Certificate or Right Certificates
surrendered then entitled such holder to purchase. Under such
circumstances, any registered holder desiring to transfer, split
up, combine or exchange any Right Certificate or Right
Certificates shall make such request in writing delivered to the
Rights Agent, and shall surrender the Right Certificate or Right
Certificates to be transferred, split up, combined or exchanged
at the principal office of the Rights Agent for transfer agency
functions, and thereupon the Rights Agent shall countersign and
deliver to the person entitled thereto a Right Certificate or
Right Certificates, as the case may be, as so requested. The
Company may require payment of a sum sufficient to cover any tax
or governmental charge that may be imposed in connection with any
transfer, split up, combination or exchange of Right
Certificates.
Upon receipt by the Company and the Rights Agent of
evidence reasonably satisfactory to them of the loss, theft,
destruction or mutilation of a Right Certificate, and, in case of
loss, theft or destruction, of indemnity or security reasonably
satisfactory to them, and, at the Company's request,
reimbursement to the Company and the Rights Agent of all
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reasonable expenses incidental thereto, and upon surrender to the
Rights Agent and cancellation of the Right Certificate if
mutilated, the Company will make and deliver a new Right
Certificate of like tenor to the Rights Agent for delivery to the
registered holder in lieu of the Right Certificate so lost,
stolen, destroyed or mutilated, provided, that no such new Right
Certificate shall be made and delivered by or on behalf of the
Company after the Close of Business on the earlier of the
Redemption Date or the Final Expiration Date.
Section 7. Exercise of Rights; Purchase Price;
Expiration Date of Rights. (a) The registered holder of any
Right Certificate may exercise the Rights evidenced thereby
(except as otherwise provided herein) in whole or in part at any
time after the Distribution Date upon surrender of the Right
Certificate, with the form of election to purchase on the reverse
side thereof duly executed, to the Rights Agent at the principal
office of the Rights Agent for transfer agency functions,
together with payment of the Purchase Price for each Common Share
as to which the Rights are exercised, at or prior to the earliest
of (i) the Close of Business on October 31, 2004 (the "Final
Expiration Date"), (ii) the time at which the Rights are redeemed
as provided in Section 23 hereof (the "Redemption Date"), or
(iii) the time at which the Rights are exchanged as provided in
Section 24 hereof.
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(b) The Purchase Price for each Common Share pursuant
to the exercise of a Right shall initially be $40, shall be
subject to adjustment from time to time as provided in Sections
11 and 13 hereof and shall be payable in lawful money of the
United States of America in accordance with paragraph (c) below.
In no event shall the Purchase Price for a Common Share of the
Company pursuant to the exercise of a Right be less than the par
value of such Common Share at the time such Right is exercised.
(c) Upon receipt of a Right Certificate representing
exercisable Rights, with the form of election to purchase duly
executed, accompanied by payment of the Purchase Price for the
shares to be purchased and an amount equal to any applicable
transfer tax required to be paid by the holder of such Right
Certificate in accordance with Section 9 hereof by certified
check, cashier's check, bank draft or money order payable to the
order of the Company, the Rights Agent shall thereupon as soon as
reasonably practicable (i) requisition from any transfer agent of
the Common Shares certificates for the number of Common Shares to
be purchased and the Company hereby irrevocably authorizes its
transfer agent to comply with all such requests, (ii) when
appropriate, requisition from the Company the amount of cash to
be paid in lieu of issuance of fractional shares in accordance
with Section 14 hereof, (iii) after receipt of such certificates,
cause the same to be delivered to or upon the order of the
registered holder of such Right Certificate, registered in such
name or names as may be designated by such holder and (iv) when
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appropriate, after receipt, deliver such cash to or upon the
order of the registered holder of such Right Certificate.
(d) In case the registered holder of any Right
Certificate shall exercise fewer than all the Rights evidenced
thereby, a new Right Certificate evidencing Rights equivalent to
the Rights remaining unexercised shall be issued by the Rights
Agent to the registered holder of such Right Certificate or to
his duly authorized assigns, subject to the provisions of Section
14 hereof.
Section 8. Cancellation and Destruction of Right
Certificates. All Right Certificates surrendered for the purpose
of exercise, transfer, split up, combination or exchange shall,
if surrendered to the Company or to any of its agents, be
delivered to the Rights Agent for cancellation or in canceled
form, or, if surrendered to the Rights Agent, shall be canceled
by it, and no Right Certificates shall be issued in lieu thereof
except as expressly permitted by any of the provisions of this
Agreement. The Company shall deliver to the Rights Agent for
cancellation and retirement, and the Rights Agent shall so cancel
and retire, any other Right Certificate purchased or acquired by
the Company otherwise than upon the exercise thereof. The Rights
Agent shall deliver all canceled Right Certificates to the
Company, or shall, at the written request of the Company, destroy
such canceled Right Certificates, and in such case shall deliver
a certificate of destruction thereof to the Company.
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Section 9. Reservation and Availability of Common
Shares. The Company covenants and agrees that it will use every
reasonable effort to cause to be reserved and kept available out
of its authorized and unissued Common Shares or any authorized
and issued Common Shares held in its treasury, the number of
Common Shares that will be sufficient to permit the exercise in
full of all outstanding Rights in accordance with Section 7 of
this Agreement.
The Company covenants and agrees that it will take all
such action within the Company's power as may be necessary to
ensure that all Common Shares delivered upon exercise of Rights
shall, at the time of delivery of the certificates for such
shares (subject to payment of the Purchase Price), be duly and
validly authorized and issued and fully paid and nonassessable
shares.
The Company shall use every reasonable effort to
obtain, as soon as practicable following the Shares Acquisition
Date (to the extent not theretofore obtained), such regulatory
approvals and to take such other action as may be necessary for
it to issue and/or sell Common Shares purchasable upon the
exercise of the Rights.
Notwithstanding any provision of this Agreement or of
any Right Certificate to the contrary, the Rights shall not be
exercisable pursuant to Section 7 or pursuant to the provisions
contemplated by Section 11(a)(ii) hereof (a) unless and until any
regulatory approvals required for the issuance and/or sale of
B 14700 00832 B14964.3 -19-
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Common Shares upon such exercise have been obtained, (b) in any
jurisdiction if any requisite qualification in such jurisdiction
shall not have been effected or (c) if the exercise thereof, or
the issuance and/or sale of the Common Shares to be purchased
upon such exercise, shall not be permitted under the Company's
Restated Articles of Incorporation, as amended, or any applicable
law or administrative or judicial regulation or order.
The Company covenants and agrees that it will pay when
due and payable any and all federal and state transfer taxes and
charges which may be payable in respect of the issuance or
delivery of the Right Certificates or of any Common Shares upon
the exercise of Rights. The Company shall not, however, be
required to pay any transfer tax which may be payable in respect
of any transfer or delivery of Right Certificates to a person
other than, or the issuance or delivery of certificates for the
Common Shares in a name other than that of, the registered holder
of the Right Certificate evidencing Rights surrendered for
exercise or to issue or to deliver any certificates for Common
Shares upon the exercise of any Rights until any such tax shall
have been paid (any such tax being payable by the holder of such
Right Certificate at the time of surrender) or until it has been
established to the Company's reasonable satisfaction that no such
tax is due.
Section 10. Common Shares Record Date. Each person in
whose name any certificate for Common Shares is issued upon the
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exercise of Rights shall for all purposes be deemed to have
become the holder of record of the Common Shares represented
thereby on, and such certificate shall be dated, the date upon
which the Right Certificate evidencing such Rights was duly
surrendered and payment of the Purchase Price (and any applicable
transfer taxes) was made; provided, however, that if the date of
such surrender and payment is a date upon which the Common Shares
transfer books of the Company are closed, such person shall be
deemed to have become the record holder of such shares on, and
such certificate shall be dated, the next succeeding Business Day
on which the Common Shares transfer books of the Company are
open. As set forth in Section 17 hereof, prior to the exercise
of the Rights evidenced thereby, a Right Certificate shall not
confer upon the holder thereof any rights of a holder of Common
Shares for which the Rights shall be exercisable, including,
without limitation, the right to vote or to receive dividends or
other distributions, and such holder shall not be entitled to
receive any notice of any proceedings of the Company, except as
provided herein.
Section 11. Adjustment of Purchase Price, Number of
Shares or Number of Rights. The Purchase Price, the number of
Common Shares covered by each Right and the number of Rights
outstanding are subject to adjustment at any time and from time
to time as provided in this Section 11.
B 14700 00832 B14964.3 -21-
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(a) (i) In the event the Company shall at any time
after the date of the original execution and delivery of this
Agreement (A) declare a dividend on the Common Shares payable in
Common Shares, (B) subdivide the outstanding Common Shares, (C)
combine the outstanding Common Shares into a smaller number of
Common Shares or (D) issue any shares of its capital stock in a
reclassification of the Common Shares (including any such
reclassification in connection with a consolidation or merger in
which the Company is the continuing or surviving corporation),
except as otherwise provided in this Section 11(a), the Purchase
Price in effect at the time of the record date for such dividend
or of the effective date of such subdivision, combination or
reclassification, and the number and kind of shares of capital
stock issuable on such date, shall be proportionately adjusted so
that the holder of any Right exercised after such time shall be
entitled to receive the aggregate number and kind of shares of
capital stock which, if such Right had been exercised immediately
prior to such date and at a time when the Common Shares transfer
books of the Company were open, he would have owned upon such
exercise and been entitled to receive by virtue of such dividend,
subdivision, combination or reclassification; provided, however,
that in no event shall the consideration to be paid upon the
exercise of one Right be less than the aggregate par value of the
shares of capital stock of the Company issuable upon exercise of
one Right.
B 14700 00832 B14964.3 -22-
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(ii) Subject to Section 24 of this Agreement, in
the event any Person shall become an Acquiring Person (other than
through an acquisition described in subparagraph (iii) of this
paragraph (a)), each holder of a Right shall (except as otherwise
provided in the next paragraph) thereafter have a right to
receive, upon exercise thereof at a price equal to the then
current Purchase Price multiplied by the number of Common Shares
for which such Right is then exercisable, in accordance with the
terms of this Agreement, such number of Common Shares of the
Company as shall equal the result obtained by (x) multiplying the
then current Purchase Price by the number of Common Shares for
which such Right is then exercisable and (y) dividing that
product by 50% of the then current per share market price of such
Common Shares (determined pursuant to Section 11(d)) on the date
such Person became an Acquiring Person. In the event that any
Person shall become an Acquiring Person and the Rights shall then
be outstanding, the Company shall not take or omit to take any
action, having the purpose or result of eliminating or
diminishing the benefits intended to be afforded by the Rights.
From and after the time any Person becomes an Acquiring
Person (except through an acquisition described in subparagraph
(iii) of this paragraph (a)), any Rights that are or were
acquired or beneficially owned by such Acquiring Person (or any
Associate or Affiliate of such Acquiring Person) shall be void
and any holder of such Rights shall have no right to exercise
such Rights under any provision of this Agreement. No Right
B 14700 00832 B14964.3 -23-
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Certificate shall be issued pursuant to Section 3 that represents
Rights beneficially owned by an Acquiring Person whose Rights
would be void pursuant to the preceding sentence or any Associate
or Affiliate thereof; no Right Certificate shall be issued at any
time upon the transfer of any Rights to an Acquiring Person whose
Rights would be void pursuant to the preceding sentence or any
Associate or Affiliate thereof or to any nominee of such
Acquiring Person, Associate or Affiliate; and any Right
Certificate delivered to the Rights Agent for transfer to an
Acquiring Person whose Rights would be void pursuant to the
preceding sentence or any Associate or Affiliate thereof shall be
canceled. The Company shall use all reasonable efforts to ensure
that the provisions of this subsection and Section 4(b) hereof
are complied with, but shall have no liability to any holder of
Right Certificates or other Person as a result of its failure or
delay in making any determination with respect to an Acquiring
Person or any of its Affiliates, Associates or transferees
hereunder.
(iii) The right to buy Common Shares of the
Company pursuant to subparagraph (ii) of this paragraph (a) shall
not arise as a result of any Person becoming an Acquiring Person
through a purchase of Common Shares pursuant to a tender offer
made in the manner prescribed by Section 14(d) of the Exchange
Act and the rules and regulations promulgated thereunder;
provided, however, that (A) such tender offer shall provide for
the acquisition for cash of all of the outstanding Voting Stock
B 14700 00832 B14964.3 -24-
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held by any Person other than such Person and its Affiliates, (B)
such Person and its Affiliates shall have received (and delivered
executed copies thereof to the Company) written commitments for
the full amount of the financing necessary to consummate such
tender offer from nationally recognized lending institutions and
(C) such purchase shall cause such Person, together with all
Affiliates and Associates of such Person, to be the Beneficial
Owner of 80% or more of the Voting Stock then outstanding (the
"80% Offer"); provided, further, that (1) the 80% Offer shall
have remained outstanding for a period of at least 45 Business
Days, (2) if the 80% Offer is amended to increase the cash per
share consideration paid to the Company's shareholders, the 80%
Offer shall have remained open for a period of at least 20
Business Days after it was amended (provided that in no event
will the 80% Offer have been outstanding for less than 45
Business Days), (3) if any Person or group of Persons announces
or commences a tender offer or exchange offer for Common Shares
of the Company or Voting Stock where the per share consideration
is higher than the consideration being offered in the 80% Offer
(a "Competing Offer"), the 80% Offer must have remained open for
at least 20 Business Days after the Competing Offer was announced
or commenced (provided that in no event will the 80% Offer be
open for less than 45 Business Days), (4) the Person making the
80% Offer commits in writing (an executed copy of which is
delivered to the Company) prior to commencement of the 80% Offer
to effect an all-cash transaction following consummation of the
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80% Offer pursuant to which the remaining shareholders receive
the same cash per share price paid to acquire shares in the 80%
Offer, and (5) the Person making the 80% Offer commits in writing
(an executed copy of which is delivered to the Company) prior to
the commencement of the 80% Offer not to renew, extend or change
the terms of its original tender offer (other than amendments in
accordance with (2) or (3) above or to increase the cash per
share price paid to shareholders in such original tender offer)
or to make a new tender offer for one year after commencement of
its original tender offer if its original tender offer is not
consummated and there is not commenced within such one-year
period a competing all-cash tender offer for all Voting Stock of
the Company in which the per share price is higher than the per
share price offered in such original tender offer.
(iv) In the event that there shall not be
sufficient Common Shares of the Company issued but not
outstanding or authorized but unissued, or there shall not have
been received regulatory approvals necessary to permit the
exercise in full of the Rights in accordance with the foregoing
subparagraph (ii), the Company may, at its option, with respect
to some of or all of the Rights (as hereinafter provided), make
adequate provision to substitute, upon exercise of each such
Right but subject to Section 9 hereof, (1) cash, (2) a reduction
in the Purchase Price, (3) equity securities of the Company
and/or its Subsidiaries, (4) debt securities of the Company
and/or its Subsidiaries, (5) other assets, or (6) any combination
B 14700 00832 B14964.3 -26-
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of the foregoing, having an aggregate value equal to the
aggregate current per share market price on the Shares
Acquisition Date of the Common Shares of the Company for which
each such Right would otherwise be exercisable pursuant to
Section 11(a)(ii) hereof (such aggregate value to be conclusively
established by the good faith determination thereof by the Board
of Directors of the Company based upon the advice of a nationally
recognized investment banking firm selected by the Board of
Directors of the Company, which determination shall be described
in a statement filed with the Rights Agent). To the extent that
the Board of Directors of the Company determines that some action
need be taken pursuant to the first sentence of this Sec-
tion 11(a)(iv), the Company (x) shall provide, subject to the
second paragraph of Section 11(a)(ii) hereof, that such action
shall apply uniformly to all outstanding Rights (or to Rights pro
rata or such other reasonable method of allocation as shall be
conclusively established by the good faith determination thereof
by the Board of Directors of the Company, to the extent that such
action applies to less than all the Rights), and (y) may suspend
the exercisability of the Rights in order to seek any
authorization of additional shares, to take any action to obtain
any required regulatory approval and/or to decide the appropriate
form of distribution to be made pursuant to such first sentence
and to determine the value thereof. In the event of any such
suspension, the Company shall issue a public announcement stating
that the exercisability of the Rights has been temporarily
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suspended, as well as a public announcement at such time as the
suspension is no longer in effect.
(b) In case the Company shall fix a record date for
the issuance of rights, options or warrants to all holders of
Common Shares entitling them (for a period expiring within 45
calendar days after such record date) to subscribe for or
purchase Common Shares or securities convertible into Common
Shares at a price per Common Share (or having a conversion price
per share, if a security convertible into Common Shares) less
than the then current per share market price of the Common Shares
(as defined in Section 11(d)) on such record date, the Purchase
Price to be in effect after such record date shall be determined
by multiplying the Purchase Price in effect immediately prior to
such record date by a fraction, the numerator of which shall be
the number of Common Shares outstanding on such record date plus
the number of Common Shares which the aggregate offering price of
the total number of Common Shares so to be offered (and/or the
aggregate initial conversion price of the convertible securities
so to be offered) would purchase at such current market price and
the denominator of which shall be the number of Common Shares
outstanding on such record date plus the number of additional
Common Shares to be offered for subscription or purchase (or into
which the convertible securities so to be offered are initially
convertible); provided, however, that in no event shall the
consideration to be paid upon the exercise of one Right be less
than the aggregate par value of the shares of capital stock of
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the Company issuable upon exercise of one Right. In case such
subscription price may be paid in a consideration part or all of
which shall be in a form other than cash, the value of such
consideration shall be conclusively established by the good faith
determination thereof by the Board of Directors of the Company,
whose determination shall be described in a statement filed with
the Rights Agent. Common Shares owned by or held for the account
of the Company shall not be deemed outstanding for the purpose of
any such computation. Such adjustment shall be made successively
whenever such a record date is fixed; and in the event that such
rights, options or warrants are not so issued, the Purchase Price
shall be adjusted to be the Purchase Price which would then be in
effect if such record date had not been fixed.
(c) In case the Company shall fix a record date for
the making of a distribution to all holders of the Common Shares
(including any such distribution made in connection with a
consolidation or merger in which the Company is the continuing or
surviving corporation) of evidences of indebtedness or assets
(other than a regular quarterly cash dividend or a dividend
payable in Common Shares) or rights, options or warrants
(excluding those referred to in Section 11(b)), the Purchase
Price to be in effect after such record date shall be determined
by multiplying the Purchase Price in effect immediately prior to
such record date by a fraction, the numerator of which shall be
the then current per share market price of the Common Shares on
such record date, less the fair market value (as conclusively
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established by the good faith determination thereof by the Board
of Directors of the Company, whose determination shall be
described in a statement filed with the Rights Agent) of the
portion of the assets or evidences of indebtedness so to be
distributed, or of such rights, options or warrants, applicable
to one Common Share, and the denominator of which shall be such
current per share market price of the Common Shares; provided,
however, that in no event shall the consideration to be paid upon
the exercise of one Right be less than the aggregate par value of
the shares of capital stock of the Company to be issued upon
exercise of one Right. Such adjustments shall be made
successively whenever such a record date is fixed; and in the
event that such distribution is not so made, the Purchase Price
shall be adjusted to be the Purchase Price which would then be in
effect if such record date had not been fixed.
(d) For the purpose of any computation hereunder, the
"current per share market price" of the Common Shares on any date
shall be deemed to be the average of the daily closing prices per
share of the Common Shares for the 30 consecutive Trading Days
(as such term is hereinafter defined) ending with the Trading Day
immediately prior to such date; provided, however, that in the
event that the current per share market price of the Common
Shares is determined during a period following the announcement
by the issuer of such Common Shares of (i) a dividend or
distribution on such Common Shares payable in Common Shares or
securities convertible into Common Shares, or (ii) any
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subdivision, combination or reclassification of Common Shares and
prior to the expiration of 30 Trading Days after the ex-dividend
date for such dividend or distribution, or the record date for
such subdivision, combination or reclassification, then, and in
each such case, the current per share market price shall be
appropriately adjusted to reflect the current market price per
Common Share. The closing price for each day shall be the last
sale price, regular way, or, in case no such sale takes place on
such day, the average of the closing bid and asked prices,
regular way, in either case as reported in the principal
consolidated transaction reporting system with respect to
securities listed or admitted to trading on the New York Stock
Exchange or, if the Common Shares are not listed or admitted to
trading on the New York Stock Exchange, as reported in the
principal consolidated transaction reporting system with respect
to securities listed on the principal national securities
exchange on which the Common Shares are listed or admitted to
trading or, if the Common Shares are not listed or admitted to
trading on any national securities exchange, the last quoted
price or, if not so quoted, the average of the high bid and low
asked prices in the over-the-counter market, as reported by the
National Association of Securities Dealers, Inc. Automated
Quotations System ("NASDAQ") or such other system then in use,
or, if on any such date the Common Shares are not quoted by any
such organization, the average of the closing bid and asked
prices as furnished by a professional market maker (selected by
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the Board of Directors of the issuer of the Common Shares) making
a market in the Common Shares. If on any such date no such
market maker is making a market in the Common Shares, the fair
value of the Common Shares on such date as determined in good
faith by the Board of Directors of the issuer of the Common
Shares shall be used. The term "Trading Day" shall mean a day on
which the principal national securities exchange on which the
Common Shares are listed or admitted to trading is open for the
transaction of business or, if the Common Shares are not listed
or admitted to trading on any national securities exchange, a
Business Day.
(e) No adjustment in the Purchase Price shall be
required unless such adjustment would require an increase or
decrease of at least 1% in the Purchase Price; provided, however,
that any adjustments which by reason of this Section 11(e) are
not required to be made shall be carried forward and taken into
account in any subsequent adjustment. All calculations under
this Section 11 shall be made to the nearest cent or to the
nearest ten-thousandth of a share, as the case may be.
Notwithstanding the first sentence of this Section 11(e), any
adjustment required by this Section 11 shall be made no later
than the earlier of (i) three years from the date of the
transaction which requires such adjustment or (ii) the date of
the expiration of the right to exercise any Rights.
(f) If as a result of an adjustment made pursuant to
Section 11(a), the holder of any Right thereafter exercised shall
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become entitled to receive any shares of capital stock other than
Common Shares, thereafter the number of such other shares so
receivable upon exercise of any Right shall be subject to
adjustment from time to time in a manner and on terms as nearly
equivalent as practicable to the provisions with respect to the
Common Shares contained in Section 11(a) through (c) hereof,
inclusive, Section 11(e) hereof and the provisions of Sections 7,
9, 10 and 13 hereof with respect to the Common Shares shall apply
on like terms to any such other shares.
(g) All Rights issued by the Company shall, subsequent
to any adjustment made to the Purchase Price hereunder, evidence
the right to purchase, at the adjusted Purchase Price, the number
of Common Shares purchasable from time to time hereunder upon
exercise of the Rights, all subject to further adjustment as
provided herein.
(h) Unless the Company shall have exercised its
election as provided in Section 11(i), upon each adjustment of
the Purchase Price as a result of the calculations made in
Sections 11(b) and (c), each Right outstanding immediately prior
to the making of such adjustment shall thereafter evidence the
right to purchase, at the adjusted Purchase Price, that number of
Common Shares (calculated to the nearest ten-thousandth of a
Common Share) obtained by (i) multiplying (x) the number of
Common Shares covered by a Right immediately prior to this
adjustment by (y) the Purchase Price in effect immediately prior
to such adjustment of the Purchase Price and (ii) dividing the
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product so obtained by the Purchase Price in effect immediately
after such adjustment of the Purchase Price.
(i) The Company may elect on or after the date of any
adjustment of the Purchase Price to adjust the number of Rights,
in substitution for any adjustment in the number of Common Shares
purchasable upon the exercise of a Right. Each of the Rights
outstanding after such adjustment of the number of Rights shall
be exercisable for the number of Common Shares for which a Right
was exercisable immediately prior to such adjustment. Each Right
held of record prior to such adjustment of the number of Rights
shall become that number of Rights (calculated to the nearest one
ten-thousandth) obtained by dividing the Purchase Price in effect
immediately prior to adjustment of the Purchase Price by the
Purchase Price in effect immediately after adjustment of the
Purchase Price. The Company shall make a public announcement of
its election to adjust the number of Rights, indicating the
record date for the adjustment, and, if known at the time, the
amount of the adjustment to be made. This record date may be the
date on which the Purchase Price is adjusted or any day
thereafter, but, if the Right Certificates have been issued,
shall be at least 10 days later than the date of the public
announcement. If Right Certificates have been issued, upon each
adjustment of the number of Rights pursuant to this Section
11(i), the Company shall, as promptly as practicable, cause to be
distributed to holders of record of Right Certificates on such
record date Right Certificates evidencing, subject to Section 14
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hereof, the additional Rights to which such holders shall be
entitled as a result of such adjustment, or, at the option of the
Company, shall cause to be distributed to such holders of record
in substitution and replacement for the Right Certificates held
by such holders prior to the date of adjustment, and upon
surrender thereof, if required by the Company, new Right
Certificates evidencing all the Rights to which such holders
shall be entitled after such adjustment. Right Certificates so
to be distributed shall be issued, executed and countersigned in
the manner provided for herein and shall be registered in the
names of the holders of record of Right Certificates on the
record date specified in the public announcement.
(j) Irrespective of any adjustment or change in the
Purchase Price or the number of Common Shares issuable upon the
exercise of the Rights, the Right Certificates theretofore and
thereafter issued may continue to express the Purchase Price and
the number of Common Shares which were expressed in the initial
Right Certificates issued hereunder.
(k) Before taking any action that would cause an
adjustment reducing the Purchase Price below the par value, if
any, of the Common Shares issuable upon exercise of the Rights,
the Company shall take any corporate action which may, in the
opinion of its counsel, be necessary in order that the Company
may validly and legally issue fully paid and nonassessable Common
Shares at such adjusted Purchase Price.
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(l) In any case in which this Section 11 shall require
that an adjustment in the Purchase Price be made effective as of
a record date for a specified event, the Company may elect to
defer until the occurrence of such event the issuing to the
holder of any Right exercised after such record date of the
Common Shares and other capital stock or securities of the
Company, if any, issuable upon such exercise over and above the
Common Shares and other capital stock or securities of the
Company, if any, issuable upon such exercise on the basis of the
Purchase Price in effect prior to such adjustment; provided,
however, that the Company shall deliver to such holder a due bill
or other appropriate instrument evidencing such holder's right to
receive such additional shares upon the occurrence of the event
requiring such adjustment.
(m) Anything in this Section 11 to the contrary
notwithstanding, the Company shall be entitled to make such
reductions in the Purchase Price, in addition to those
adjustments expressly required by this Section 11, as and to the
extent that it in its sole discretion shall determine to be
advisable in order that any consolidation or subdivision of the
Common Shares, issuance wholly for cash of any Common Shares at
less than the current market price, issuance wholly for cash of
Common Shares or securities which by their terms are convertible
into or exchangeable for Common Shares, dividends on Common
Shares payable in Common Shares or issuance of rights, options or
warrants referred to hereinabove in Section 11(b), hereafter made
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by the Company to holders of its Common Shares shall not be
taxable to such shareholders.
(n) In the event that at any time after the date of
the original execution and delivery of this Agreement and prior
to the Distribution Date, the Company shall (i) declare or pay
any dividend on the Common Shares payable in Common Shares or
(ii) effect a subdivision, combination or consolidation of the
Common Shares (by reclassification or otherwise than by payment
of dividends in Common Shares) into a greater or lesser number of
Common Shares, then in any such case (x) the number of Common
Shares purchasable after such event upon proper exercise of each
Right shall be determined by multiplying the number of Common
Shares so purchasable immediately prior to such event by a
fraction, the numerator of which is the number of Common Shares
outstanding immediately before such event and the denominator of
which is the number of Common Shares outstanding immediately
after such event, and (y) each Common Share outstanding
immediately after such event shall have issued with respect to it
that number of Rights which each Common Share outstanding
immediately prior to such event had issued with respect to it.
The adjustments provided for in this Section 11(n) shall be made
successively whenever such a dividend is declared or paid or such
a subdivision, combination or consolidation is effected.
Section 12. Certificate of Adjusted Purchase Price or
Number of Shares. Whenever an adjustment is made as provided in
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Section 11 or 13 hereof, the Company shall promptly (a) prepare a
certificate setting forth such adjustment, and a brief statement
of the facts accounting for such adjustment, (b) file with the
Rights Agent and with each transfer agent for the Common Shares a
copy of such certificate and (c) mail a brief summary thereof to
each holder of a Right Certificate in accordance with Section 25
hereof. The Rights Agent is entitled to rely on any such
certificate in the performance of its duties hereunder and shall
be indemnified in the manner set forth herein for acting upon
such reliance.
Section 13. Consolidation, Merger or Sale or Transfer
of Assets or Earning Power. In the event, directly or
indirectly, (a) the Company shall consolidate with, or merge with
and into, any other Person, (b) any Person shall consolidate with
the Company, or merge with and into the Company and the Company
shall be the continuing or surviving corporation of such merger
and, in connection with such merger, all or part of the Common
Shares shall be changed into or exchanged for stock or other
securities of any Person (including the Company) or cash or any
other property, or (c) the Company shall sell or otherwise
transfer (or one or more of its Subsidiaries shall sell or
otherwise transfer), in one or more transactions, assets or
earning power aggregating 50% or more of the assets or earning
power of the Company and its Subsidiaries (taken as a whole) to
any other Person other than the Company or one or more of its
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wholly-owned Subsidiaries, then, and in each such case, proper
provision shall be made so that (i) each holder of a Right
(except as otherwise provided herein) shall thereafter have the
right to receive, upon the exercise thereof at a price equal to
the then current Purchase Price multiplied by the number of
Common Shares for which a Right is then exercisable, in
accordance with the terms of this Agreement, such number of
Common Shares of such other Person (including the Company as
successor thereto or as the surviving corporation) as shall be
equal to the result obtained by (x) multiplying the then current
Purchase Price by the number of Common Shares for which a Right
is then exercisable and (y) dividing that product by 50% of the
then current per share market price of the Common Shares of such
other Person (determined pursuant to Section 11(d)) on the date
of consummation of such consolidation, merger, sale or transfer;
(ii) the issuer of such Common Shares shall thereafter be liable
for, and shall assume, by virtue of such consolidation, merger,
sale or transfer, all the obligations and duties of the Company
pursuant to this Agreement; (iii) the term "Company" shall
thereafter be deemed to refer to such issuer; and (iv) such
issuer shall take such steps (including, but not limited to, the
reservation of a sufficient number of its Common Shares in
accordance with Section 9 hereof) in connection with such
consummation as may be necessary to assure that the provisions
hereof shall thereafter be applicable, as nearly as reasonably
may be, in relation to the Common Shares thereafter deliverable
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upon the exercise of the Rights. The Company shall not
consummate any such consolidation, merger, sale or transfer
unless prior thereto the Company and such issuer shall have
executed and delivered to the Rights Agent a supplemental
agreement so providing. The Company shall not enter into any
transaction of the kind referred to in this Section 13 if at the
time of such transaction there are any rights, warrants,
instruments or securities outstanding or any agreements or
arrangements which, as a result of the consummation of such
transaction, would eliminate or substantially diminish the
benefits intended to be afforded by the Rights. The provisions
of this Section 13 shall similarly apply to successive mergers or
consolidations or sales or other transfers.
Section 14. Fractional Rights and Fractional Shares.
(a) The Company shall not be required to issue fractions of
Rights or to distribute Right Certificates which evidence
fractional Rights. In lieu of such fractional Rights, there
shall be paid to the registered holders of the Right Certificates
with regard to which such fractional Rights would otherwise be
issuable, an amount in cash equal to the same fraction of the
current market value of a whole Right. For the purposes of this
Section 14(a), the current market value of a whole Right shall be
the closing price of the Rights for the Trading Day immediately
prior to the date on which such fractional Rights would have been
otherwise issuable. The closing price for any day shall be the
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last sale price, regular way, or, in case no such sale takes
place on such day, the average of the closing bid and asked
prices, regular way, in either case as reported in the principal
consolidated transaction reporting system with respect to
securities listed or admitted to trading on the New York Stock
Exchange or, if the Rights are not listed or admitted to trading
on the New York Stock Exchange, as reported in the principal
consolidated transaction reporting system with respect to
securities listed on the principal national securities exchange
on which the Rights are listed or admitted to trading or, if the
Rights are not listed or admitted to trading on any national
securities exchange, the last quoted price or, if not so quoted,
the average of the high bid and low asked prices in the over-the-
counter market, as reported by NASDAQ or such other system then
in use or, if on any such date the Rights are not quoted by any
such organization, the average of the closing bid and asked
prices as furnished by a professional market maker selected by
the Board of Directors of the Company making a market in the
Rights. If on any such date no such market maker is making a
market in the Rights, the fair value of the Rights on such date
as determined in good faith by the Board of Directors of the
Company shall be used.
(b) The Company shall not be required to issue
fractions of Common Shares upon exercise of the Rights or to
distribute certificates which evidence fractional Common Shares.
In lieu of fractional Common Shares, the Company shall pay to the
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registered holders of Right Certificates at the time such Rights
are exercised as herein provided an amount in cash equal to the
same fraction of the current market value of one Common Share.
For purposes of this Section 14(b), the current market value of a
Common Share shall be the closing price of a Common Share (as
determined pursuant to the second sentence of Section 11(d)
hereof) for the Trading Day immediately prior to the date of such
exercise.
(c) The holder of a Right by the acceptance of the
Right expressly waives his right to receive any fractional Rights
or any fractional shares upon exercise of a Right (except as
provided above).
Section 15. Rights of Action. All rights of action in
respect of this Agreement, excepting the rights of action given
to the Rights Agent under Section 18 hereof, are vested in the
Company and in the respective registered holders of the Right
Certificates (and, prior to the Distribution Date, the registered
holders of the Common Shares); and any registered holder of any
Right Certificate (or, prior to the Distribution Date, of the
Common Shares), without the consent of the Rights Agent or of the
holder of any other Right Certificate (or, prior to the
Distribution Date, of the Common Shares), may, in his own behalf
and for his own benefit, enforce, and may institute and maintain
any suit, action or proceeding against the Company to enforce, or
otherwise act in respect of, his right to exercise the Rights
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evidenced by such Right Certificate in the manner provided in
such Right Certificate and in this Agreement. Without limiting
the foregoing or any remedies available to the holders of Rights,
it is specifically acknowledged that the holders of Rights would
not have an adequate remedy at law for any breach of this
Agreement and will be entitled to specific performance of the
obligations under, and injunctive relief against actual or
threatened violations of the obligations of any Person subject
to, this Agreement.
Section 16. Agreement of Right Holders. Every holder
of a Right, by accepting the same, consents and agrees with the
Company and the Rights Agent and with every other holder of a
Right that:
(a) prior to the Distribution Date, the Rights will be
transferable only in connection with the transfer of the Common
Shares;
(b) after the Distribution Date, the Right
Certificates will be transferable only on the registry books of
the Rights Agent if surrendered at the principal office for
transfer agency functions of the Rights Agent, duly endorsed or
accompanied by a proper instrument of transfer; and
(c) the Company and the Rights Agent may deem and
treat the person in whose name the Right Certificate (or, prior
to the Distribution Date, the associated Common Shares
certificate) is registered as the absolute owner thereof and of
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the Rights evidenced thereby (notwithstanding any notations of
ownership or writing on the Right Certificates or the associated
Common Shares certificate made by anyone other than the Company
or the Rights Agent) for all purposes whatsoever, and neither the
Company nor the Rights Agent shall be affected by any notice to
the contrary.
Section 17. Right Certificate Holder Not Deemed a
Shareholder. No holder, as such, of any Right Certificate shall
be entitled to vote, receive dividends on or be deemed for any
purpose the holder of the Common Shares or any other securities
of the Company which may at any time be issuable on the exercise
of the Rights represented thereby, nor shall anything contained
herein or in any Right Certificate be construed to confer upon
the holder of any Right Certificate, as such, any of the rights
of a shareholder of the Company or any right to vote for the
election of directors or upon any matter submitted to
shareholders at any meeting thereof, or to give or withhold
consent to any corporate action, or to receive notice of meetings
or other actions affecting shareholders (except as provided in
Section 25 hereof), or to receive dividends or subscription
rights, or otherwise, until the Right or Rights evidenced by such
Right Certificate shall have been exercised in accordance with
the provisions hereof.
Section 18. Concerning the Rights Agent. The Company
agrees to pay to the Rights Agent reasonable compensation for all
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services rendered by it hereunder and, from time to time, on
demand of the Rights Agent, its reasonable expenses and counsel
fees and other disbursements incurred in the administration and
execution of this Agreement and the exercise and performance of
its duties hereunder. The Company also agrees to indemnify the
Rights Agent for, and to hold it harmless against, any loss,
liability, or expense, incurred without negligence, bad faith or
willful misconduct on the part of the Rights Agent, for anything
done or omitted by the Rights Agent in connection with the
acceptance and administration of this Agreement.
The Rights Agent shall be protected and shall incur no
liability for, or in respect of any action taken, suffered or
omitted by it in connection with, its administration of this
Agreement in reliance upon any Right Certificate or certificate
for the Common Shares or for other securities of the Company,
instrument of assignment or transfer, power of attorney,
endorsement, affidavit, letter, notice, direction, consent,
certificate, statement, or other paper or document believed by it
to be genuine and to be signed, executed and, where necessary,
verified or acknowledged, by the proper person or persons, or
otherwise upon the advice of counsel as set forth in Section 20
hereof.
Anything in this Agreement to the contrary notwith-
standing, in no event shall the Rights Agent be liable for
special,
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indirect or consequential loss or damage of any kind whatsoever
(including but not limited to lost profits), even if the Rights
Agent has been advised of the likelihood of such loss or damage
and regardless of the form of the action.
Section 19. Merger or Consolidation or Change of Name
of Rights Agent. Any corporation into which the Rights Agent or
any successor Rights Agent may be merged or with which it may be
consolidated, or any corporation resulting from any merger or
consolidation to which the Rights Agent or any successor Rights
Agent shall be a party, or any corporation succeeding to the
transfer agency or corporate trust business of the Rights Agent
or any successor Rights Agent, shall be the successor to the
Rights Agent under this Agreement without the execution or filing
of any paper or any further act on the part of any of the parties
hereto, provided that such corporation would be eligible for
appointment as a successor Rights Agent under the provisions of
Section 21. In case at the time such successor Rights Agent
shall succeed to the agency created by this Agreement, any of the
Right Certificates shall have been countersigned but not
delivered, any such successor Rights Agent may adopt the
countersignature of the predecessor Rights Agent and deliver such
Right Certificates so countersigned; and in case at that time any
of the Right Certificates shall not have been countersigned, any
successor Rights Agent may countersign such Right Certificates
either in the name of the predecessor Rights Agent or in the name
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of the successor Rights Agent; and in all such cases such Right
Certificates shall have the full force provided in the Right
Certificates and in this Agreement.
In case at any time the name of the Rights Agent shall
be changed and at such time any of the Right Certificates shall
have been countersigned but not delivered, the Rights Agent may
adopt the countersignature under its prior name and deliver Right
Certificates so countersigned; and in case at that time any of
the Right Certificates shall not have been countersigned, the
Rights Agent may countersign such Right Certificates either in
its prior name or in its changed name; and in all such cases such
Right Certificates shall have the full force provided in the
Right Certificates and in this Agreement.
Section 20. Duties of Rights Agent. The Rights Agent
undertakes the duties and obligations imposed by this Agreement
upon the following terms and conditions, by all of which the
Company and the holders of Right Certificates, by their
acceptance thereof, shall be bound:
(a) The Rights Agent may consult with legal counsel
(who may be legal counsel for the Company), and the opinion of
such counsel shall be full and complete authorization and
protection to the Rights Agent as to any action taken or omitted
by it in good faith and in accordance with such opinion.
(b) Whenever in the performance of its duties under
this Agreement the Rights Agent shall deem it necessary or
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desirable that any fact or matter be proved or established by the
Company prior to taking or suffering any action hereunder, such
fact or matter (unless other evidence in respect thereof be
herein specifically prescribed) may be deemed to be conclusively
proved and established by a certificate signed by any one of the
President, any Vice President, the Treasurer or the Secretary of
the Company and delivered to the Rights Agent; and such
certificate shall be full authorization to the Rights Agent for
any action taken or suffered in good faith by it under the
provisions of this Agreement in reliance upon such certificate.
(c) The Rights Agent shall be liable hereunder to the
Company and any other Person only for its own negligence, bad
faith or willful misconduct.
(d) The Rights Agent shall not be liable for or by
reason of any of the statements of fact or recitals contained in
this Agreement or in the Right Certificates (except its
countersignature thereof) or be required to verify the same, but
all such statements and recitals are and shall be deemed to have
been made by the Company only.
(e) The Rights Agent shall not be under any responsi-
bility in respect of the validity of this Agreement or the
execution and delivery hereof (except the due execution hereof by
the Rights Agent) or in respect of the validity or execution of
any Right Certificate (except its countersignature thereof); nor
shall it be responsible for any breach by the Company of any
covenant or condition contained in this Agreement or in any Right
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Certificate; nor shall it be responsible for any change in the
exercisability of the Rights (including the Rights becoming void
pursuant to Section 11(a)(ii) hereof) or any adjustment in the
terms of the Rights (including the manner, method or amount
thereof) provided for in Sections 3, 11, 13, 23 or 24 hereof, or
the ascertaining of the existence of facts that would require any
such change or adjustment (except with respect to the exercise of
Rights evidenced by Right Certificates after actual notice that
such change or adjustment is required); nor shall it by any act
hereunder be deemed to make any representation or warranty as to
the authorization or reservation of any Common Shares to be
issued pursuant to this Agreement or any Right Certificate or as
to whether any Common Shares will, when issued, be validly
authorized and issued, fully paid and nonassessable.
(f) The Company agrees that it will perform, execute,
acknowledge and deliver or cause to be performed, executed,
acknowledged and delivered all such further and other acts,
instruments and assurances as may reasonably be required by the
Rights Agent for the carrying out or performing by the Rights
Agent of the provisions of this Agreement.
(g) The Rights Agent is hereby authorized and directed
to accept instructions with respect to the performance of its
duties hereunder from any one of the President, any Vice
President, the Secretary or the Treasurer of the Company, and to
apply to such officers for advice or instructions in connection
with its duties, and it shall not be liable for any action taken
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or suffered by it in good faith in accordance with instructions
of any such officer or for any delay in acting while waiting for
those instructions.
(h) The Rights Agent and any shareholder, director,
officer or employee of the Rights Agent may buy, sell or deal in
any of the Rights or other securities of the Company or become
pecuniarily interested in any transaction in which the Company
may be interested, or contract with or lend money to the Company
or otherwise act as fully and freely as though it were not Rights
Agent under this Agreement. Nothing herein shall preclude the
Rights Agent from acting in any other capacity for the Company or
for any other Person.
(i) The Rights Agent may execute and exercise any of
the rights or powers hereby vested in it or perform any duty
hereunder either itself or by or through its attorneys or agents,
and the Rights Agent shall not be answerable or accountable for
any act, default, neglect or misconduct of any such attorneys or
agents or for any loss to the Company resulting from any such
act, default, neglect or misconduct, provided reasonable care was
exercised in the selection and continued employment thereof.
Section 21. Change of Rights Agent. The Rights Agent
or any successor Rights Agent may resign from its duties under
this Agreement by giving notice in writing mailed to the Company
and to each transfer agent of the Common Shares by registered or
certified mail, and to the holders of the Right Certificates by
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first-class mail, not less than 30 days before such resignation
is to take effect. Notwithstanding anything to the contrary
contained herein, such resignation shall not become effective
until a successor Rights Agent shall be appointed and such
successor Rights Agent shall accept such appointment. The
Company may remove the Rights Agent or any successor Rights Agent
upon 30 days' notice in writing, mailed to the Rights Agent or
successor Rights Agent, as the case may be, and to each transfer
agent of the Common Shares by registered or certified mail, and
to the holders of the Right Certificates by first-class mail. If
the Rights Agent shall resign or be removed or shall otherwise
become incapable of acting, the Company shall appoint a successor
to the Rights Agent. If the Company shall fail to make such
appointment within a period of 30 days after giving notice of
such removal or after it has been notified in writing of such
resignation or incapacity by the resigning or incapacitated
Rights Agent or by the holder of a Right Certificate (who shall,
with such notice, submit his Right Certificate for inspection by
the Company), then the registered holder of any Right Certificate
may apply to any court of competent jurisdiction for the
appointment of a new Rights Agent. Any successor Rights Agent,
whether appointed by the Company or by such a court, shall be a
corporation organized, doing business and in good standing under
the laws of the United States or of the State of Maine (or of any
other state of the United States or of the District of Columbia),
which is authorized under such laws to exercise corporate trust
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or transfer agency powers and is subject to supervision or
examination by federal or state authority. After appointment,
the successor Rights Agent shall be vested with the same powers,
rights, duties and responsibilities as if it had been originally
named as Rights Agent without further act or deed; but the
predecessor Rights Agent shall deliver and transfer to the
successor Rights Agent any property at the time held by it
hereunder, and execute and deliver any further assurance,
conveyance, act or deed necessary for the purpose. Not later
than the effective date of any such appointment the Company shall
file notice thereof in writing with the predecessor Rights Agent
and each transfer agent of the Common Shares, and mail a notice
thereof in writing to the registered holders of the Right
Certificates. Failure to give any notice provided for in this
Section 21, however, or any defect therein, shall not affect the
legality or validity of the resignation or removal of the Rights
Agent or the appointment of the successor Rights Agent, as the
case may be.
Section 22. Issuance of New Right Certificates.
Notwithstanding any of the provisions of this Agreement or of the
Rights to the contrary, the Company may, at its option, issue new
Right Certificates evidencing Rights in such form as may be
approved by its Board of Directors to reflect any adjustment or
change in the Purchase Price and the number or kind or class of
shares or other securities or property purchasable under the
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Right Certificates made in accordance with the provisions of this
Agreement.
In addition, in connection with the issuance or sale of
Common Shares following the Distribution Date, no Rights shall
attach thereto except as follows: the Company (a) shall, with
respect to Common Shares so issued or sold pursuant to the
exercise of stock options or under any employee plan or
arrangement, granted or awarded prior to or on the Distribution
Date, or upon the exercise, conversion or exchange of securities
hereinafter issued by the Company, and (b) may, in any other
case, if deemed necessary or appropriate by the Board of
Directors, issue Right Certificates representing the appropriate
number of Rights in connection with such issuance or sale;
provided, however, that (i) no such Right Certificate shall be
issued if, and to the extent that, the Company shall be advised
by counsel that such issuance would create a significant risk of
material adverse tax consequences to the Company or the Person to
whom such Right Certificate would be issued, and (ii) no such
Right Certificate shall be issued if, and to the extent that,
appropriate adjustment shall otherwise have been made in lieu of
the issuance thereof.
Section 23. Redemption. (a) The Rights may be
redeemed by action of the Board of Directors pursuant to
subsection (b) of this Section 23 and shall not be redeemed in
any other manner.
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(b) The Company may, at its option, pursuant to action
of its Board of Directors, at any time prior to such time as any
Person becomes an Acquiring Person, redeem all but not fewer than
all the then outstanding Rights at a redemption price of $.01 per
Right, appropriately adjusted to reflect any stock split, stock
dividend or similar transaction occurring after the date of the
original execution and delivery of this Agreement (such
redemption price being hereinafter referred to as the "Redemption
Price"). Subject to the foregoing, the redemption of the Rights
by the Company may be made effective at such time, on such basis
and with such conditions as the Board of Directors in its sole
discretion may establish.
(c) Immediately upon the action of the Board of
Directors of the Company ordering the redemption of the Rights
pursuant to subsection (b) of this Section 23, and without any
further action and without any notice, the right to exercise the
Rights will terminate and the only right thereafter of the
holders of Rights shall be to receive the Redemption Price. The
Company shall promptly give public notice of any such redemption;
provided, however, that the failure to give, or any defect in,
any such notice shall not affect the validity of such redemption.
Within 10 days after such action of the Board of Directors
ordering the redemption of the Rights pursuant to subsection (b)
of this Section 23, the Company shall mail a notice of redemption
to all the holders of the then outstanding Rights at their last
addresses as they appear upon the registry books of the Rights
B 14700 00832 B14964.3 -54-
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Agent or, prior to the Distribution Date, on the registry books
of the transfer agent for the Common Shares. Any notice which is
mailed in the manner herein provided shall be deemed given,
whether or not the holder receives the notice. Each such notice
of redemption will state the method by which the payment of the
Redemption Price will be made. Neither the Company nor any of
its Affiliates or Associates may redeem, acquire or purchase for
value any Rights at any time in any manner other than that
specifically set forth in this Section 23 or in Section 24
hereof, and other than in connection with the purchase of Common
Shares prior to the Distribution Date.
Section 24. Exchange. (a) The Company may, at its
option, pursuant to action of its Board of Directors and after
receipt of any regulatory approvals required for such action, at
any time after any Person becomes an Acquiring Person, exchange
all or part of the then outstanding and exercisable Rights (which
shall not include Rights that have become void pursuant to the
provisions of Section 11(a)(ii) hereof) for Common Shares at an
exchange ratio of one Common Share per Right, appropriately
adjusted to reflect any stock split, stock dividend or similar
transaction occurring after the date hereof (such exchange ratio
being hereinafter referred to as the "Exchange Ratio").
Notwithstanding the foregoing, the Board of Directors shall not
be empowered to effect such exchange (i) when the issuance of
Common Shares in such exchange shall violate applicable law or
B 14700 00832 B14964.3 -55-
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(ii) at any time after any Person (other than the Company, any
Subsidiary of the Company, any Employee Benefit Plan of the
Company or any such Subsidiary, or any Person holding Common
Shares for or pursuant to the terms of any such plan), together
with all Affiliates and Associates of such Person, becomes the
Beneficial Owner of 50% or more of the Common Shares then
outstanding.
(b) Immediately upon the action of the Board of
Directors of the Company ordering the exchange of any Rights
pursuant to subsection (a) of this Section 24 and without any
further action and without any notice, the right to exercise such
Rights shall terminate and the only right thereafter of a holder
of such Rights shall be to receive that number of Common Shares
equal to the number of such Rights held by such holder multiplied
by the Exchange Ratio. The Company shall promptly give public
notice of any such exchange; provided, however, that the failure
to give, or any defect in, such notice shall not affect the
validity of such exchange. The Company promptly shall mail a
notice of any such exchange to all of the holders of such Rights
at their last addresses as they appear upon the registry books of
the Rights Agent. Any notice which is mailed in the manner
herein provided shall be deemed given, whether or not the holder
receives the notice. Each such notice of exchange will state the
method by which the exchange of the Common Shares for Rights will
be effected and, in the event of any partial exchange, the number
of Rights which will be exchanged. Any partial exchange shall be
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effected pro rata based on the number of Rights (other than
Rights which have become void pursuant to the provisions of
Section 11(a)(ii) hereof) held by each holder of Rights.
(c) In the event that there shall not be sufficient
Common Shares issued but not outstanding, or authorized but
unissued, to permit any exchange of Rights as contemplated in
accordance with this Section 24, the Company shall use all
reasonable efforts to authorize additional Common Shares for
issuance upon exchange of the Rights.
(d) The Company shall not be required to issue
fractions of Common Shares or to distribute certificates which
evidence fractional Common Shares. In lieu of such fractional
Common Shares, the Company shall pay to the registered holders of
the Right Certificates, with regard to which such fractional
Common Shares would otherwise be issuable, an amount in cash
equal to the same fraction of the current market value of a whole
Common Share. For the purposes of this subsection (d), the
current market value of a whole Common Share shall be the closing
price of a Common Share (as determined pursuant to the second
sentence of Section 11(d) hereof) for the Trading Day immediately
prior to the date of exchange pursuant to this Section 24.
Section 25. Notice of Certain Events. (a) In case
the Company shall propose (i) to pay any dividend payable in
stock of any class to the holders of Common Shares or to make any
other distribution to the holders of Common Shares (other than a
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regular quarterly cash dividend), (ii) to offer to the holders of
Common Shares rights or warrants to subscribe for or to purchase
any additional Common Shares or shares of stock of any class or
any other securities, rights or options, (iii) to effect any
consolidation or merger into or with, or to effect any sale or
other transfer (or to permit one or more of its Subsidiaries to
effect any sale or other transfer), in one or more transactions,
of 50% or more of the assets or earning power of the Company and
its Subsidiaries (taken as a whole) to, any other Person, (iv) to
effect the liquidation, dissolution or winding up of the Company
or (v) to declare or pay any dividend on the Common Shares
payable in Common Shares or to effect a subdivision, combination
or consolidation of the Common Shares (by reclassification or
otherwise than by payment of dividends in Common Shares), then,
in each such case, the Company shall give to each holder of a
Right Certificate, in accordance with Section 26, a notice of
such proposed action, which shall specify the record date for the
purposes of such stock dividend, or distribution of rights or
warrants, or the date on which such reclassification,
consolidation, merger, sale, transfer, liquidation, dissolution,
or winding up is to take place and the date of participation
therein by the holders of the Common Shares if any such date is
to be fixed, and such notice shall be so given in the case of any
action covered by clause (i) or (ii) above at least 10 days prior
to the record date for determining holders of Common Shares for
purposes of such action, and in the case of any such other
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action, at least 10 days prior to the date of the taking of such
proposed action or the date of participation therein by the
holders of the Common Shares, whichever shall be the earlier.
(b) In case the event set forth in Section 11(a)(ii)
of this Agreement shall occur, then the Company shall as soon as
practicable thereafter give to each holder of a Right
Certificate, in accordance with Section 26, a notice of the
occurrence of such event, which notice shall describe the event
and the consequences of the event to holders of Rights under
Section 11(a)(ii).
Section 26. Notices. Notices or demands authorized or
required by this Agreement to be given or made by the Rights
Agent or by the holder of any Right Certificate to or on the
Company shall, except to the extent expressly provided otherwise
in this Agreement, be sufficiently given or made if personally
delivered, or if sent by first-class mail, postage prepaid,
addressed (until another address is filed in writing with the
Rights Agent) as follows:
Central Maine Power Company
83 Edison Drive
Augusta, ME 04336
Attention: Chief Financial Officer
(with a concurrent copy to
William M. Finn, Esq.,
Corporate Counsel)
Subject to the provisions of Section 21 hereof, any notice or
demand authorized or required by this Agreement to be given or
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made by the Company or by the holder of any Right Certificate to
or on the Rights Agent shall, except to the extent expressly
provided otherwise in this Agreement, be sufficiently given or
made if personally delivered, or if sent by first-class mail,
postage prepaid, addressed (until another address is filed in
writing with the Company) as follows:
Chemical Bank
450 West 33rd Street
New York, NY 10001
Attention: Corporate Trust Group
Notices or demands authorized or required by this Agreement to be
given or made by the Company or the Rights Agent to the holder of
any Right Certificate shall, except to the extent expressly
provided otherwise in this Agreement, be sufficiently given or
made if personally delivered, or if sent by first-class mail,
postage prepaid, addressed to such holder at the address of such
holder as shown on the registry books of the Company.
Section 27. Supplements and Amendments. The Company
may at any time and from time to time supplement or amend this
Agreement without the approval of any holders of Right
Certificates in order to cure any ambiguity, to correct or
supplement any provision contained herein which may be defective
or inconsistent with any other provisions herein, or to make any
additions, deletions or other provisions in regard to matters or
questions arising hereunder which the Company may deem necessary
or desirable, any such supplement or amendment to be evidenced by
B 14700 00832 B14964.3 -60-
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a writing signed by the Company and the Rights Agent; provided,
however, that from and after such time as any Person becomes an
Acquiring Person, this Agreement shall not be amended in any
manner which could adversely affect the interests of the holders
of Rights. Without limiting the foregoing, the Company may at
any time and from time to time, prior to such time as any Person
becomes an Acquiring Person, amend this Agreement to lower the
thresholds set forth in Section 1(a) hereof from 20% to not less
than the greater of (i) any percentage greater than the largest
percentage of the outstanding Common Shares then known by the
Company to be beneficially owned by any Person together with the
Affiliates and Associates of such person (other than the Company,
any Subsidiary of the Company, any Employee Benefit Plan of the
Company or any Subsidiary of the Company, or any Person holding
Common Shares for or pursuant to the terms of any such plan) and
(ii) 10%.
Section 28. Successors. This Agreement shall be
binding on the Company and the Rights Agent, and their respective
successors and assigns, and shall inure to the benefit of and be
enforceable by the Company, its successors and assigns, the
Rights Agent, its successors and assigns permitted hereunder, and
the registered holders of the Right Certificates (and, prior to
the Distribution Date, of the Common Shares).
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Section 29. Benefits of this Agreement. Subject to
Section 28 hereof, nothing in this Agreement shall be construed
to give to any Person or corporation other than the Company, the
Rights Agent and the registered holders of the Right Certificates
(and, prior to the Distribution Date, of the Common Shares) any
legal or equitable right, remedy or claim under this Agreement
and this Agreement shall be for the sole and exclusive benefit of
the Company, the Rights Agent and such registered holders.
Section 30. Severability. If any term, provision, co-
venant or restriction of this Agreement or of any Right is held
by a court or other governmental body of competent jurisdiction
or authority to be invalid, void or unenforceable, the remainder
of the terms, provisions, covenants and restrictions of this
Agreement or of such Right shall remain in full force and effect
and shall in no way be affected, impaired or invalidated.
Section 31. Governing Law. This Agreement and the
Right Certificates shall be governed by and construed in
accordance with the laws of the State of Maine, except with
respect to the rights and duties of the Rights Agent, which shall
be governed by and construed in accordance with the laws of the
State of New York.
Section 32. Counterparts. This Agreement may be
executed in any number of counterparts, and on separate
counterparts. Each of such counterparts shall for all purposes
B 14700 00832 B14964.3 -62-
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be deemed to be an original, but all such counterparts shall
together constitute only one and the same instrument.
Section 33. Descriptive Headings. The headings of the
several Sections of this Agreement are inserted for convenience
only and shall not control or affect the meaning, scope or
construction of any of the provisions hereof.
IN WITNESS WHEREOF, each of the parties hereto has
caused this Agreement to be duly executed and delivered and its
seal to be affixed hereto and duly attested, all as of the day
and year first above written.
CENTRAL MAINE POWER COMPANY
By: s/David T. Flanagan
Title: President and
Chief Executive Officer
(Seal)
Attest:
s/William M. Finn
Title: Secretary
CHEMICAL BANK
By: s/Nathan Hill
Title: Assistant Vice President
(Seal)
Attest:
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s/P. Hoffman
Title: Vice President
B 14700 00832 B14964.3 -64-
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Exhibit A
Form of Right Certificate
Certificate No. R- ____ Rights
NOT EXERCISABLE AFTER OCTOBER 31, 2004 OR EARLIER IF
REDEMPTION OR EXCHANGE OCCURS. THE RIGHTS ARE SUBJECT
TO REDEMPTION AT $.01 PER RIGHT SUBJECT TO ADJUSTMENT
AND TO EXCHANGE ON THE TERMS SET FORTH IN THE RIGHTS
AGREEMENT.
Right Certificate
CENTRAL MAINE POWER COMPANY
This certifies that __________________, or registered
assigns, is the registered owner of the number of Rights set
forth above, each of which entitles the owner thereof, subject to
the terms, provisions and conditions of the Rights Agreement,
dated as of September 30, 1994 (the "Rights Agreement"), between
Central Maine Power Company, a Maine corporation (the "Company"),
and Chemical Bank (the "Rights Agent"), to purchase from the
Company at any time after the Distribution Date (as such term is
defined in the Rights Agreement) and prior to 5:00 P.M., New York
City time, on October 31, 2004 at the principal office of the
Rights Agent for transfer agency functions, or at the office of
its successor as Rights Agent, one share of common stock, par
value $5.00 per share ("Common Shares") of the Company, at a
purchase price of $40 per Common Share (the "Purchase Price"),
upon presentation and surrender of this Right Certificate with
the Form of Election to Purchase duly executed. The number of
Rights evidenced by this Right Certificate (and the number of
Common Shares which may be purchased upon exercise hereof) set
forth above, and the Purchase Price set forth above, are the
number and Purchase Price as of October 17, 1994, based on the
Common Shares as constituted at such date. As provided in the
Rights Agreement, the Purchase Price and the number of Common
Shares which may be purchased upon the exercise of the Rights
evidenced by this Right Certificate are subject to modification
and adjustment upon the happening of certain events.
B 14700 00832 B14964.3 A-1
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This Right Certificate is subject to all of the terms,
provisions and conditions of the Rights Agreement, which terms,
provisions and conditions are hereby incorporated herein by
reference and made a part hereof and to which Rights Agreement
reference is hereby made for a full description of the rights,
limitations of rights, obligations, duties and immunities
hereunder of the Rights Agent, the Company and the holders of the
Right Certificates. Copies of the Rights Agreement are on file
at the principal executive offices of the Company and the above-
mentioned offices of the Rights Agent.
This Right Certificate, with or without other Right
Certificates, upon surrender at the principal office of the
Rights Agent for transfer agency functions, may be exchanged for
another Right Certificate or Right Certificates of like tenor and
date evidencing Rights entitling the holder to purchase a like
aggregate number of Common Shares as the Rights evidenced by the
Right Certificate or Right Certificates surrendered shall have
entitled such holder to purchase. If this Right Certificate
shall be exercised in part, the holder shall be entitled to
receive upon surrender hereof another Right Certificate or Right
Certificates for the number of whole Rights not exercised.
Subject to the provisions of the Rights Agreement, the
Rights evidenced by this Certificate (i) may be redeemed by the
Company at a redemption price of $.01 (subject to adjustment) per
Right or (ii) may be exchanged in whole or in part for Common
Shares.
No fractional Common Shares will be issued upon the
exercise of any Right or Rights evidenced hereby, but in lieu
thereof a cash payment will be made, as provided in the Rights
Agreement.
No holder of this Right Certificate shall be entitled
to vote or receive dividends on or be deemed for any purpose the
holder of the Common Shares or of any other securities of the
Company which may at any time be issuable on the exercise hereof,
nor shall anything contained in the Rights Agreement or herein be
construed to confer upon the holder hereof, as such, any of the
rights of a shareholder of the Company or any right to vote for
the election of directors or upon any matter submitted to
shareholders at any meeting thereof, or to give or withhold
consent to any corporate action, or to receive notice of meetings
or other actions affecting shareholders (except as provided in
the Rights Agreement), or to receive dividends or subscription
rights, or otherwise, until the Right or Rights evidenced by this
Right Certificate shall have been exercised as provided in the
Rights Agreement.
B 14700 00832 B14964.3 A-2
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This Right Certificate shall not be valid or obligatory
for any purpose until it shall have been countersigned by the
Rights Agent.
WITNESS the facsimile signature of the proper officers
of the Company and its corporate seal. Dated as of ____________,
____.
ATTEST: CENTRAL MAINE POWER COMPANY
______________________________ By:___________________________
Countersigned:
CHEMICAL BANK
By:___________________________
Authorized Signature
B 14700 00832 B14964.3 A-3
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Form of Reverse Side of Right Certificate
FORM OF ASSIGNMENT
(To be executed by the registered holder if such
holder desires to transfer the Right Certificate.)
FOR VALUE RECEIVED ____________________________________
hereby sells, assigns and transfers unto_________________________
_________________________________________________________________
(Please print name and address of transferee)
_________________________________________________________________
this Right Certificate, together with all right, title and
interest therein, and does hereby irrevocably constitute and
appoint ___________________ Attorney, to transfer the within
Right Certificate on the books of the within-named Company, with
full power of substitution.
Dated: ____________________________, ____
______________________________
Signature
Signature Guaranteed:
Signatures must be guaranteed by a member firm of a
registered national securities exchange, a member of the National
Association of Securities Dealers, Inc., or a commercial bank or
trust company having an office or correspondent in the United
States.
-----------------------------------------------------------------
The undersigned hereby certifies that the Rights
evidenced by this Right Certificate are not beneficially owned by
an Acquiring Person or an Affiliate or Associate thereof (as
defined in the Rights Agreement).
_____________________________
Signature
-----------------------------------------------------------------
B 14700 00832 B14964.3 A-4
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Form of Reverse Side of Right Certificate -- continued
FORM OF ELECTION TO PURCHASE
(To be executed if holder desires to
exercise the Right Certificate.)
To: CENTRAL MAINE POWER COMPANY
The undersigned hereby irrevocably elects to exercise
______________________________ Rights represented by this Right
Certificate to purchase the Common Shares issuable upon the
exercise of such Rights and requests that certificates for such
Common Shares be issued in the name of:
Please insert social security
or other identifying number
_________________________________________________________________
(Please print name and address)
_________________________________________________________________
If such number of Rights shall not be all the Rights evidenced by
this Right Certificate, a new Right Certificate for the balance
remaining of such Rights shall be registered in the name of and
delivered to:
Please insert social security
or other identifying number
_________________________________________________________________
(Please print name and address)
_________________________________________________________________
Date: __________________
______________________________
Signature
Signature Guaranteed:
Signatures must be guaranteed by a member firm of a
registered national securities exchange, a member of the National
Association of Securities Dealers, Inc., or a commercial bank or
trust company having an office or correspondent in the United
States.
B 14700 00832 B14964.3 A-5
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Form of Reverse Side of Right Certificate -- Continued
-----------------------------------------------------------------
The undersigned hereby certifies that the Rights
evidenced by this Right Certificate are not beneficially owned by
an Acquiring Person or an Affiliate or Associate thereof (as
defined in the Rights Agreement).
_____________________________
Signature
-----------------------------------------------------------------
NOTICE
The signature in the foregoing Forms of Assignment and
Election must conform to the name as written upon the face of
this Right Certificate in every particular, without alteration or
enlargement or any change whatsoever.
In the event the certification set forth above in the
Form of Assignment or the Form of Election to Purchase, as the
case may be, is not completed, the Company and the Rights Agent
will deem the beneficial owner of the Rights evidenced by this
Right Certificate to be an Acquiring Person or an Affiliate or
Associate thereof (as defined in the Rights Agreement) and such
Assignment or Election to Purchase will not be honored.
B 14700 00832 B14964.3 A-6
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Exhibit B
SUMMARY OF RIGHTS TO PURCHASE
COMMON SHARES
On September 28, 1994, the Board of Directors of
Central Maine Power Company (the "Company") declared a dividend
of one common share purchase right (a "Right") for each
outstanding share of the common stock, par value $5.00 per share,
of the Company (the "Common Shares"). The dividend is payable to
the shareholders of record as of the close of business on October
17, 1994 (the "Record Date"). Each Right entitles the registered
holder to purchase from the Company at any time following the
Distribution Date (as defined below) one Common Share at an
initial purchase price of $40 per Common Share, subject to
adjustment (the "Purchase Price"). The description and terms of
the Rights are set forth in the Rights Agreement (the "Rights
Agreement") dated as of September 30, 1994 between the Company
and Chemical Bank, as Rights Agent (the "Rights Agent").
Initially, the Rights will be evidenced, with respect
to any of the Common Share certificates outstanding as of the
Record Date, by such Common Share certificates. The Rights will
separate from the Common Shares upon the Distribution Date, which
shall be the earlier to occur of (i) the close of business on the
tenth day following a public announcement that a person or group
of affiliated or associated persons (collectively, a "Person")
have acquired beneficial ownership of 20% or more of the
outstanding Common Shares (such Person being hereinafter referred
to as an "Acquiring Person") or (ii) the close of business on the
tenth day (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, or the first
public announcement of an intention of any Person to commence, a
tender offer or exchange offer the consummation of which would
result in such Person becoming an Acquiring Person, provided that
such Person is not the Company or any subsidiary of the Company,
any employee benefit plan of the Company or any subsidiary of the
Company or any entity holding Common Shares for or pursuant to
the terms of such plan.
Until the Distribution Date, (i) the Rights will be
evidenced by the certificates for Common Shares and will be
transferred with and only with such Common Share certificates,
(ii) new certificates for Common Shares issued after the Record
Date will contain a notation incorporating the Rights Agreement
by reference, and (iii) the surrender for transfer of any such
certificates for Common Shares outstanding on the Record Date,
with or without a copy of this Summary of Rights being attached
B 14700 00832 B14964.3 B-1
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thereto, will also constitute the transfer of the Rights
associated with the Common Shares represented thereby. As soon
as practical following the Distribution Date, separate
certificates evidencing the Rights ("Right Certificates") will be
mailed to holders of record of the Common Shares as of the close
of business on the Distribution Date and such separate Right
Certificates alone will evidence the Rights. Subject to certain
exceptions, only Common Shares issued prior to the Distribution
Date will be issued with Rights.
The Rights are not exercisable until the Distribution
Date and will expire on the earlier of (i) the close of business
on October 31, 2004, (ii) the time at which the Rights are
redeemed by the Company or (iii) if a Person has become an
Acquiring Person, the time at which the Rights (other than Rights
which are void as described below) are exchanged for Common
Shares at an exchange ratio of one Common Share per Right, as
adjusted by the Company (provided, however, that such exchange
may not take effect at any time after any Person becomes a
beneficial owner of 50% or more of the Common Shares then
outstanding).
The Purchase Price payable and the number of Common
Shares issuable upon exercise of the Rights are subject to
adjustment from time to time to prevent dilution in the event of
(i) a stock dividend on, or a subdivision, combination or
reclassification of, the Common Shares, (ii) the issuance of
rights, options or warrants to subscribe for or purchase Common
Shares at a price, or securities convertible into Common Shares
at a conversion price, less than the then current market price of
the Common Shares or (iii) a distribution to all holders of the
Common Shares of evidences of indebtedness or assets (excluding
regular quarterly cash dividends or dividends payable in Common
Shares) or of subscription rights or warrants (other than those
referred to above).
With certain exceptions, no adjustment in the Purchase
Price will be required unless such adjustment would require an
increase or decrease of at least 1% in the Purchase Price. No
fractional Rights will be issued and, in lieu thereof, holders of
the Rights with regard to which such fractional Rights would
otherwise be issuable will be paid an amount in cash equal to the
same fraction of the current market value of a whole Right.
In the event, directly or indirectly, (i) the Company
consolidates with, or merges with and into, any other person,
(ii) any person consolidates with the Company, or merges with and
into the Company and the Company is the continuing or surviving
corporation of such merger and, in connection therewith, all or
part of the Common Shares is changed into or exchanged for stock
or other securities of any person (including the Company) or cash
B 14700 00832 B14964.3 B-2
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or any other property, or (iii) the Company sells or otherwise
transfers in one or more transactions, assets or earning power
aggregating 50% or more of the assets or earning power of the
Company and its subsidiaries, taken as a whole, to any person
other than the Company or a wholly-owned subsidiary, proper
provision will be made so that each holder of a Right, except
Rights which previously have been voided as indicated below, will
thereafter have the right to receive, upon the exercise thereof
at the then current Purchase Price of the Right, that number of
shares of common stock of the other person which at the time of
such transaction will have a market value equal to two times the
Purchase Price of the Right.
In the event that any Person becomes an Acquiring
Person, except pursuant to an 80% Offer (as defined below),
proper provision shall be made so that each holder of a Right,
other than Rights beneficially owned by the Acquiring Person or
its affiliates or associates (which will thereafter be void),
will thereafter have the right to receive, upon exercise, that
number of Common Shares having a market value equal to two times
the exercise price of the Right. An "80% Offer" is a tender
offer whereby the Person (a) offers to acquire all the
outstanding Voting Stock of the Company held by any person other
than such Person or its affiliates for cash, (b) has received
written commitments for the full amount of the financing
necessary to consummate such tender offer from nationally
recognized lending institutions, and (c) will beneficially own
80% or more of the Voting Stock of the Company then outstanding
after consummation of such tender offer; provided that (i) the
80% Offer remains outstanding for a period of at least 45
business days, (ii) if the 80% Offer is amended to increase the
cash per share consideration paid to the Company's shareholders,
the 80% Offer will remain open for a period of at least 20
business days after it is amended (provided that in no event will
the 80% Offer have been outstanding for less than 45 business
days), (iii) if any Person announces or commences a tender offer
or exchange offer for the Common Shares or Voting Stock of the
Company where the per share consideration is higher than the
consideration being offered in the 80% Offer (a "Competing
Offer"), the 80% Offer must remain open for at least 20 business
days after the Competing Offer is announced or commenced
(provided that in no event will the 80% Offer be open for less
than 45 business days), (iv) the Person making the 80% Offer
commits in writing prior to commencement of the 80% Offer to
effect an all cash transaction following consummation of the 80%
Offer pursuant to which the remaining shareholders receive the
same cash per share price paid to acquire Common Shares in the
80% Offer, and (v) the Person making the 80% Offer commits in
writing prior to the commencement of the 80% Offer not to renew,
extend or change the terms of its original tender offer (other
than amendments in accordance with (ii) or (iii) above or to
B 14700 00832 B14964.3 B-3
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increase the cash per share price paid to shareholders in such
original tender offer) or to make a new tender offer for one year
after commencement of its original tender offer if its original
tender offer is not consummated and there is not commenced within
such one year period a competing all cash tender offer for all
Voting Stock of the Company in which the per share price is
higher than the per share price offered in such original tender
offer.
Except in connection with an 80% Offer, any Rights
acquired or beneficially owned by any Acquiring Person or its
affiliates or associates will be void, and any holder of such
Rights will thereafter have no right to exercise such Rights
under any provision of the Rights Agreement.
At any time prior to a Person becoming an Acquiring
Person, the Board of Directors of the Company may redeem the then
outstanding Rights in whole, but not in part, at a price of $.01
per Right, subject to adjustment (the "Redemption Price"). The
redemption of the rights may be made effective at such time, on
such basis and with such conditions as the Board of Directors in
its sole discretion may establish. Immediately upon any
redemption of the Rights, the right to exercise the Rights will
terminate and the only right of the holders of Rights will be to
receive the Redemption Price.
The terms of the Rights may be amended by the Board of
Directors of the Company without the consent of the holders of
the Rights, including, prior to the Distribution Date, an
amendment to lower the threshold for an Acquiring Person from 20%
to not less than the greater of (i) any percentage greater than
the largest percentage of the outstanding Common Shares then
known by the Company to be beneficially owned by any Person and
(ii) 10%. After the Distribution Date, no such amendment may
adversely affect the interests of the holders of the Rights.
Issuance of the Common Shares upon exercise of the
Rights is subject to any necessary regulatory approvals. Until a
Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company, including, without
limitation, the right to vote or to receive dividends.
A copy of the Rights Agreement has been filed with the
Securities and Exchange Commission as an Exhibit to a
Registration Statement on Form 8-A. A copy of the Rights
Agreement is available free of charge from the Company. This
summary description of the Rights does not purport to be complete
and is qualified in its entirety by reference to the Rights
Agreement, which is hereby incorporated herein by reference.
B 14700 00832 B14964.3 B-4
10/20/94 2:04pm<PAGE>
Central Maine Power Company
Edison Drive, Augusta, Maine 04336 (207) 623-3521
David T. Flanagan
President and Chief Executive Officer
October 17, 1994
Dear Fellow Shareholder:
On September 28, 1994, the Board of Directors of Central
Maine Power Company approved a Shareholder Rights Plan
designed to protect shareholders in the event of certain types
of hostile takeover activities were ever attempted. Under the
plan, the Company on October 31, 1994 will distribute one
Common Share Purchase Right ("Right") on each outstanding
share of Central Maine's common stock to holders of record on
October 17, 1994.
You will not, however, receive a written Rights
certificate initially. You will receive a certificate only if
in the future a takeover-related event occurs that would
initiate a distribution of Rights certificates under the plan,
so please save the enclosed summary of the plan for your
records. Until that time (which is described in the second
paragraph of the first page of the summary), your common stock
certificate will serve as evidence of your entitlement to the
Rights.
The Board is not aware of any plan by any person or group
to endeavor to gain control of the Company, but the Board
approved the Plan to ensure fair and equal treatment for all
shareholders in the event of any proposed takeover of the
Company. The Rights allow for and encourage an orderly
process in the event of a takeover, and protect shareholder
investment from tactics that do not respect the rights of all
shareholders.
The Rights do not prevent a takeover, but should
encourage anyone seeking to acquire the Company to negotiate
with the Board prior to attempting a takeover.
Attached are a copy of the press release announcing the
Shareholder Rights Plan and a summary explaining the plan in
more detail.
Sincerely,
David T. Flanagan
President and Chief Executive Officer<PAGE>
Attachment<PAGE>
