SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2 TO
FORM 8-A
ON FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
EASTERN ENTERPRISES
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Massachusetts 1-2297 04-1270730
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(State of incorporation (Commission File Number) (IRS Employer
or organization) Identification No.)
9 Riverside Road, Weston, Massachusetts 02493
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
COMMON STOCK PURCHASE RIGHTS
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(Title of Class)
NEW YORK STOCK EXCHANGE
BOSTON STOCK EXCHANGE
PACFIC EXCHANGE
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Name of each exchange on which each class is to be registered
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 February 22, 1990, Eastern Enterprises (the "Trust") declared a
dividend distribution of one common stock purchase right (a "Right";
collectively, the "Rights") for every outstanding share of Common Stock, par
value $1.00 per share, of the Trust (the "Common Stock"). The Rights were
distributable on March 5, 1990 (the "Dividend Record Date") to the shareholders
of record as of the close of business on the Dividend Record Date. The
description and terms of the Rights are set forth in a Common Stock Rights
Agreement dated as of February 22, 1990, as amended on January 30, 1995 and
further amended as of July 22, 1998 (as amended, the "Rights Agreement") between
the Trust and BankBoston, N.A., (the "Rights Agent") formerly known as The First
National Bank of Boston, successor in interest under the Rights Agreement to The
Bank of New York. The Rights Agreement contemplates the issuance of one Right
for every share of Common Stock issued and outstanding on the Dividend Record
Date and for each share of Common Stock which is issued on or after the Dividend
Record Date and prior to the Distribution Date (as that term is defined below).
Each Right entitles the registered holder to purchase from the Trust one share
of Common Stock at a price of $100 per share (the "Purchase Price"), subject to
adjustment.
Initially, the Rights attached to all outstanding shares of Common
Stock, and no separate rights certificates have been issued. The Rights will
separate from the Common Stock on the Distribution Date. Unless otherwise
determined by a majority of the Board then in office, the Distribution Date will
occur on the date which is after the Dividend Record Date and the earlier of (i)
the 10th business day following the later of the date of a public announcement
that a person or group of affiliated or associated persons (an "Acquiring
Person") has acquired, or obtained the right to acquire, beneficial ownership
(determined as provided in the Rights Agreement) of 10% or more of the
outstanding shares of Common Stock or the date on which an executive officer of
the Trust had actual knowledge of such beneficial ownership (the later of such
dates, the "Stock Acquisition Date") or (ii) the 10th business day following the
commencement of a tender offer or exchange offer which would result in any
person or group owning 10% or more of the outstanding Common Stock (the earliest
of such dates being called the "Distribution Date"). In any event, the Board of
Trustees may delay the distribution of the certificates.
Until the Distribution Date (or earlier redemption or expiration of the
Rights), (i) the Rights will be evidenced by the Common Stock Certificates and
will be transferred with and only with such Common Stock certificates, (ii) new
Common Stock certificates issued after the Dividend Record Date upon transfer or
new issuance of the Trust's Common Stock will contain a notation incorporating
the Rights Agreement by reference, and (iii) the surrender for transfer of any
of the Trust's Common Stock certificates will also constitute the transfer of
the Rights associated with the Common Stock represented by such certificates. As
soon as practicable following the Distribution Date, if any, separate
certificates evidencing the Rights ("Rights Certificates") will be mailed to
holders of record of the Trust's Common Stock as of the close of business on the
Distribution Date and such separate Rights Certificates alone will evidence the
Rights.
<PAGE>
The Rights are not exercisable until the Distribution Date. The Rights
will expire on March 5, 2000 (the "Expiration Date"), or upon the earlier
redemption of the Rights.
If, at any time after the Dividend Record Date, any person or group of
affiliated or associated persons (other than the Trust and its affiliates) shall
become an Acquiring Person, each holder of a Right will have the right to
receive shares of the Trust's Common Stock (or, in certain circumstances, cash,
property or other securities of the Trust) having a market value of two times
the exercise price of the Right. Also, in the event that at any time after the
Stock Acquisition Date the Trust was acquired in a merger or other business
combination, or more than 25% of its assets or earning power was sold, each
holder of a Right would have the right to exercise such Right and thereby
receive common stock of the acquiring entity with a market value of two times
the exercise price of the Right. Following the occurrence of any of the events
described in this paragraph, any Rights that are, or (under certain
circumstances specified in the Rights Agreement) were, beneficially owned by any
Acquiring Person shall immediately become null and void.
The Board may, at its option, at any time after any person becomes an
Acquiring Person, exchange all or part of the then outstanding and exercisable
Rights for shares of Common Stock at an exchange ratio of one share of Common
Stock per Right, appropriately adjusted to reflect any stock split, stock
dividend or similar transaction occurring after the date of declaration of the
Rights (such exchange ratio being hereinafter referred to as the "Exchange
Ratio"). The Board, however, may not effect an exchange at any time after any
person (other than (i) the Trust, (ii) any subsidiary of the Trust, (iii) any
employee benefit plan of the Trust or any such subsidiary or any entity holding
Common Stock for or pursuant to the terms of any such plan), together with all
affiliates of such person, becomes the beneficial owner of 50% or more of the
Common Stock then outstanding. Immediately upon the action of the Board ordering
the exchange of any Rights and without any further action and without any
notice, the right to exercise such Rights will terminate and the only right
thereafter of a holder of such Rights will be to receive that number of shares
of Common Stock equal to the number of such Rights held by the holder multiplied
by the Exchange Ratio.
The Purchase Price payable, and the number of shares of the Common
Stock or other securities or property issuable, upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution (i) in the event of
a stock dividend on, or a subdivision, combination or reclassification of, the
Common Stock, (ii) upon the grant to holders of the Common Stock of certain
rights or warrants to subscribe for shares of the Common Stock or convertible
securities at less than the current market price of the Common Stock, or (iii)
upon the distribution to holders of the Common Stock of evidences of
indebtedness or assets (excluding cash dividends paid out of the earnings or
retained earnings of the Trust and dividends payable in shares of Common Stock)
or of subscription rights or warrants (other than those referred to above).
<PAGE>
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. The Trust is not obligated to issue fractional shares of
any securities upon the exercise of the Rights and, in lieu thereof, at the
election of the Trust, an adjustment in cash may be made based on the market
price of such securities on the last trading date prior to the date of exercise.
At any time prior to the earlier of (i) the close of business on the
10th day after the Stock Acquisition Date, or (ii) the Expiration Date, the
Trust, by a majority vote of the Trustees then in office, may redeem the Rights
at a redemption price of $.01 (the "Redemption Price"), as described in the
Rights Agreement. Immediately upon the action of the Board of Trustees of the
Trust electing to redeem 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.
If not previously exercised or redeemed, the Rights will expire on the
Expiration Date. Until a Right is exercised the holder thereof, as such, will
have no rights as a shareholder of the Trust, including without limitation any
right to vote or to receive dividends.
Prior to the Distribution Date, the Rights Agreement may be amended
without the approval of the holders of the Rights. After such date, the Rights
Agreement may be amended without the approval of the holders of the Rights in
order to cure any ambiguity, to make changes that do not adversely affect the
interests of the holders of the Rights (other than the Acquiring Person or its
affiliates and associates or their transferees), or to change any time period
for redemption or otherwise under the Rights Agreement, except that no change
may be made to lengthen the time period for redemption or modify the ability of
the Board to redeem the Rights at a time when the Rights are not then
redeemable. No amendments may be made at any time to increase the Purchase Price
or reduce the number of shares of Common Stock for which a Right is exercisable,
to decrease the Redemption Price or to accelerate the Expiration Date. Any
amendments after the Stock Acquisition Date require the approval of a majority
of the Trustees then in office.
Neither the distribution of the Rights nor the subsequent separation of
the Rights on the Distribution Date will be a taxable event for the Trust or its
shareholders. Holders of Rights may, depending upon the circumstances, recognize
taxable income upon the occurrence of certain Rights triggering events including
a tender offer for 10% or more of the Common Stock or a person or group
attaining beneficial ownership of 10% or more of the Common Stock. In addition,
holders of Rights may have taxable income as a result of (i) an exchange by the
Trust of shares of Common Stock for Rights as described above or (ii) certain
anti-dilution adjustments made to the terms of the Rights after the Distribution
Date. A redemption of the Rights would be a taxable event to holders.
<PAGE>
As of July 22, 1998, there were 20,442,907 shares of Common Stock
outstanding (which figure excludes 10,511 shares held in the Treasury of the
Trust), 2,169,383 shares of Common Stock reserved for issuance under the Trust's
stock plans and 20,442,907 Rights issued and outstanding. As long as the Rights
are attached to the Common Stock, the Trust will issue one Right with each newly
issued share of Common Stock which may be issued pursuant to employee benefit
plans, and may issue one Right with each newly issued share of Common Stock
otherwise issued by the Trust, so that all shares of Common Stock outstanding on
the Distribution Date will have attached Rights. The Trust has reserved
24,000,000 shares of Common Stock for issuance upon exercise of the Rights on
and after the Distribution Date which shall be subject and subordinate to any
other reservation of shares by the Trust from time to time heretofore or
hereafter reserved for any lawful purpose.
The Rights may be deemed to have certain anti-takeover effects. The
Rights will cause substantial dilution to a person or group that attempt to
acquire the Trust on terms not approved by a majority of the members of the
Board of Trustees then in office, except pursuant to an offer conditioned on a
substantial number of Rights being acquired. The Rights should not interfere
with a merger or other business combination approved by a majority of the
members of the Board of Trustees then in office since such Trustees may redeem
the Rights as described above.
The form of Rights Agreement, dated as of February 22, 1990, as amended
on January 30, 1995 and further amended as of July 22, 1998, between the Trust
and BankBoston, N.A., formerly known as The First National Bank of Boston, as
successor in interest under the Rights Agreement to The Bank of New York,
specifying the terms of the Rights (including as exhibits thereto the form of
Rights Certificate and the Summary of Rights) is included hereto as an exhibit
and is hereby incorporated herein by reference. The foregoing description of the
Rights does not purport to be complete and therefore is qualified in its
entirety by reference to such exhibit.
Reference is hereby made to the declaration of trust establishing the
Trust dated July 18, 1929, as amended, a copy of which is on file in the office
of the Secretary of State of The Commonwealth of Massachusetts. The name
"Eastern Enterprises" refers to the trustees under such declaration as trustees
and not personally. No trustee, shareholder, officer or agent of the Trust shall
be held to any personal liability in connection with the affairs of the Trust
and only the trust estate may be liable.
Item 2. Exhibits.
The exhibits which are filed with this report are set forth in the
Exhibits Index which appears at page 8 of this report.
<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.
EASTERN ENTERPRISES
Date: July 28, 1998 By: /s/ L. William Law, Jr.
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Name: L. William Law, Jr.
Title: Senior Vice President,
General Counsel and Secretary
<PAGE>
EXHIBIT INDEX
The following designated exhibits are filed herewith:
Exhibit
1. Rights Agreement ("Rights Agreement") dated
as of February 22, 1990 between the Trust
and The Bank of New York, as Rights Agent
(Incorporated by reference to Exhibit 1 to
Current Report on Form 8-K of the Trust
dated March 1, 1990 (File No. 1-2297)).
2. Form of Common Stock Purchase Rights
Certificate (attached as Exhibit A to the
Rights Agreement) (Incorporated by reference
to Exhibit 1 to Current Report on Form 8-K
of the Trust dated March 1, 1990 (File No.
1-2297)). Pursuant to the Rights Agreement,
printed Common Stock Purchase Rights
Certificates will not be mailed until the
Distribution Date (as defined in the Rights
Agreement).
3. Summary of Common Stock Purchase Rights
(attached as Exhibit B to the Rights
Agreement) (Incorporated by reference to
Exhibit 1 to Current Report on Form 8-K of
the Trust dated March 1, 1990 (File No.
1-2297)).
4. Agreement between the Trust and The First
National Bank of Boston, dated January 30,
1995 (Incorporated by reference to Exhibit
4.1.1 to Annual Report on Form 10-K of the
Trust for the year ended December 31, 1994
(File No. 1-2297)).
5. Amendment No. 2 to Common Stock Rights
Agreement, dated as of July 22, 1998,
between Eastern Enterprises and BankBoston,
N.A. (Incorporated by reference to Exhibit
99.1 to Current Report on Form 8-K of the
Trust dated July 22, 1998
(File No. 1-2297)).
