FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
SEMCO ENERGY, INC.
(Exact name of registrant as specified in its charter)
MICHIGAN 38-2144267
(State of Incorporation or organization) (I.R.S.Employer
Identification No.)
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
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Common Stock, $1 Par Value New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
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The Company's authorized capital stock consists of 40,000,000 shares of
common stock, $1.00 par value ("Common Stock"), 500,000 shares of cumulative
preferred stock, $1.00 par value ("Preferred Stock"), and 3,000,000 shares of
preference stock, $1.00 par value ("Preference Stock"). At December 20, 1999,
there were no shares of Preferred Stock and no shares of Preference Stock
outstanding.
Common Stock, $1 Par Value - this is the only security being registered with the
NYSE.
Dividend Rights. The holders of Common Stock are entitled to dividends when, as
and if, declared by the Board of Directors after all dividends on Preferred
Stock and Preference Stock, if any, have been paid.
The Company has long-term debt agreements which contain limits on the payment of
dividends beyond certain levels. With respect to the payment of dividends or
other distributions in respect of capital stock, such agreements provide that
the Company may not pay any dividends (except dividends payable in shares of
capital stock), redeem or retire capital stock, or make other distributions with
respect to capital stock (such payments collectively referred to as "Restricted
Payments") if, after giving effect thereto, (i) any event of default under such
agreements exists; (ii) the aggregate amount of Restrictive Payments since
January 1, 1994 would exceed consolidated net income for the same period plus an
adjustment factor of $14,171,000; or (iii) would cause consolidated net worth to
be less than $80,000,000.
After December 31, 1999, the adjustment factor of $14,171,000 is reduced each
quarter by $625,000 until the adjustment factor equals $11,000,000. Under the
most restrictive terms, as of September 30, 1999, $7,036,000 is available for
dividends.
Voting Rights. The holders of Common Stock are entitled to one vote per share on
all matters voted upon by shareholders, except that cumulative voting is allowed
for the election of directors.
Preemptive Rights. No holder of Common Stock has any preemptive right to
subscribe to any additional securities the Company may issue.
Liquidation Rights. Subject to the preferential rights of holders of the
Preferred Stock and Preference Stock, upon the Company's liquidation, the
holders of Common Stock are entitled to share on a pro rata basis in the net
assets which remain after satisfaction of all liabilities.
Liability for further calls. All of the outstanding Common Stock is fully-paid
and non-assessable.
Restrictions on alienability. To the extent that transfer of any of the
outstanding Common Stock is restricted, the stock certificate evidences such
restriction.
Conversion, sinking fund, redemption. The conversion, sinking fund or redemption
provisions exist for the Common Stock.
Preferred Stock - not being registered with the NYSE. The following information
is given pursuant to Item 202(a)(4) of Regulation S-K as required by Item 1 of
Form 8-A.
Generally. The Board of Directors is authorized, without further action by
shareholders, to issue Preferred Stock, in one or more series with such rights
and preferences as may be provided in a resolution adopted by the Board of
Directors. The authority of the Board includes the fixing of the following with
respect to any series:
(i) the rate of dividends and extent of further participation in dividend
distribution, if any;
(ii) the terms and conditions on which the shares are redeemable;
(iii) the amount payable upon liquidation;
(iv) sinking fund provisions for the redemption or purchase of shares; and
(v) the terms and conditions on which shares are convertible.
Preferences. Preferred Stock has priority over Common Stock and Preference Stock
with regard to dividends declared and distribution of assets upon liquidation.
Preemptive Rights. No holder of Preferred Stock has any preemptive right to
subscribe to any additional securities the Company may issue.
Voting Rights. The Company may not authorize any class of stock having a
priority or preference over or ranking on a parity with the Preferred Stock as
to dividends or distribution of assets, without the consent of holders of at
least two-thirds of outstanding Preferred Stock.
If the Company were to fail to pay eight quarterly dividends (whether or not
consecutive) on outstanding Preferred Stock, then the holders of the outstanding
Preferred Stock would have the right to elect one less than the number of
directors constituting a majority of the full Board of Directors. Because the
Board currently has 11 members, that number would be five. Such right would
continue until payment of all accrued dividends on the Preferred Stock.
Preference Stock - not being registered with the NYSE. The following information
is given pursuant to Item 202(a)(4) of Regulation S-K as required by Item 1 of
Form 8-A.
Generally. The Board of Directors has the authority to divide the 3,000,000
shares of Preference Stock into series and, within the limitations set forth in
the laws of the Michigan and in the Articles of Incorporation, to determine the
relative rights and preferences of the shares of any series.
Preferences. The Preference Stock ranks junior to all series of Preferred Stock
as to the payment of dividends and the distribution of assets on liquidation.
Preemptive Rights. No holder of Preference Stock has any preemptive right to
subscribe to any additional securities the Company may issue.
Series A Preference Stock
In January 1997, the Board of Directors created a Series A of Preference Stock
with 2,000,000 shares constituting such series. The Series A Preference Stock is
not redeemable.
Dividend Rights. If Series A Preference Stock was outstanding, dividends would
accrue in an amount per share per quarter equal to the greater of (i) $10.00 or
(ii) the Adjustment Number (as defined below) times the per share amount of all
dividends, other than a dividends payable in shares of Common Stock, declared on
the Common Stock.
Liquidation Rights. Upon liquidation or dissolution, the holders of Series A
Preference Stock are entitled to receive $100 per share plus all accrued and
unpaid dividends.
Voting Rights. If Series A Preference Stock was outstanding, each share of
Series A Preference Stock would be entitled to the number of votes equal to the
Adjustment Number times the number of votes to which a share of Common Stock is
entitled. Except as otherwise provided below or by law, Series A Preference
Stock and Common Stock shall vote together as one class on all matters submitted
to a vote of the holders of Common Stock. If any dividends on Series A
Preference Stock shall be in arrears for six or more quarterly dividends, a
"default period" would begin. The default period would end when all accrued
dividends were paid. During a default period, Series A Preference Stock would
have the right to elect two directors. This vote would be as a class for all
series of Preference Stock entitled to vote.
Adjustment Number. The Articles of Incorporation initially set the Adjustment
Number at 100. If the Company (i) pays any dividend on Common Stock in shares of
Common Stock, (ii) subdivides the Common Stock, or (iii) combine the Common
Stock into a smaller number of shares, the Adjustment Number is to be modified
by multiplying it by a fraction. The numerator of the fraction is the number of
shares of Common Stock outstanding immediately after such event and the
denominator is the number of Common Stock outstanding immediately prior to such
event.
ANTI-TAKEOVER PROVISIONS -- STAGGERED BOARD AND LIMITS ON VOTING RIGHTS OF
CERTAIN SHAREHOLDERS
Articles of Incorporation. The following provisions of the Company's
Articles of Incorporation may delay, defer or prevent a person from acquiring
the Company or changing control of the Board of Directors. The Articles of
Incorporation divide the Board into three classes with staggered terms; each
Director is elected for a three year term. Approximately one-third of the board
positions are filled by a shareholder vote each year. Directors may be removed
but only for cause, at an annual meeting of shareholders and by the affirmative
vote of a majority of the shares then entitled to vote for the election of
directors. In addition to requirements imposed under Section 7A of the Michigan
Business Corporation Act (the"MBCA"), the Articles of Incorporation provide that
a business combination cannot occur unless a written opinion is obtained from an
independent investment banker that the consideration to be paid to the
shareholders is fair and reasonable; provided, however, the directors may waive
this requirement. The Articles of Incorporation also contain provisions
limiting the personal liability of Directors.
Anti-Takeover Statutes. The Company is subject to Chapter 7A of the MBCA, which
provides that business combinations subject to Chapter 7A between a Michigan
corporation and a beneficial owner of shares entitled to 10% or more of the
voting power of such corporation generally require the affirmative vote of 90%
of the votes of each class of stock entitled to vote, and not less than 2/3 of
each class of stock entitled to vote (excluding voting shares owned by such 10%
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owner), voting as a separate class. Such requirements do not apply if (i) the
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Corporation's Board of Directors approves the transaction prior to the time the
10% owner becomes such or (ii) the transaction satisfies certain fairness
standards, certain other conditions are met and the 10% owner has been such for
at least five years.
The Company is also subject to Chapter 7B of the MBCA which provides that,
unless a corporation's articles of incorporation or bylaws provide that Chapter
7B does not apply, "control shares" of a corporation acquired in a control share
acquisition have no voting rights except as granted by the stockholders of the
corporation. "Control shares" are shares which, when added to shares previously
owned by a stockholder, increase such stockholder's ownership of voting stock to
more than 20% but less than 33-1/3%, more than 33-1/3% but less than a majority,
or more than a majority, of the votes to which all of the capital stock of the
corporation is entitled. Voting rights of control shares must be approved by
the affirmative vote of a majority of all shares entitled to vote excluding
voting shares owned by the acquirer and certain officers and directors.
However, no such approval is required for gifts or other transactions not
involving consideration for a merger to which the corporation is a party or
certain other transactions described in Chapter 7B.
Item 2. Exhibits
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None
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SIGNATURES
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Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized.
SEMCO Energy, Inc.
By /s/Sebastian Coppola
_________________________________
Sebastian Coppola
Senior Vice President and
Chief Financial Officer
Dated: December 20, 1999
