SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A/A
Amendment No. 1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
WICOR, Inc.
(Exact name of registrant as specified in its charter)
Wisconsin 39-1346701
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(State of incorporation (IRS Employer
or organization) Identification No.)
626 East Wisconsin Avenue, Milwaukee, Wisconsin 53202
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class to be so Name of each exchange on which each
registered class is to be registered
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Common Share Purchase Rights New York Stock Exchange
If this Form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. [X]
If this Form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box. [ ]
Securities Act registration statement file number to which this form relates:
Not applicable
Securities to be registered pursuant to Section 12(g) of the Act:
None
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Item 1. Description of Registrant's Securities to be Registered.
Reference is hereby made to the Registration Statement on Form 8-A
filed with the Securities and Exchange Commission by WICOR, Inc. (the "Company")
on July 29, 1999 (the "Form 8-A"). The Form 8-A relates to the share purchase
rights (the "Rights") of the Company and the Rights Agreement dated as of July
27, 1999 (the "Rights Agreement"), by and between the Company and ChaseMellon
Shareholder Services, L.L.C., as Rights Agent.
The Company has entered into an amendment to the Rights Agreement
dated as of September 9, 1999 ("Amendment No. 1"), a copy of which is attached
hereto as Exhibit 4.2 and is incorporated herein by reference. Amendment No. 1
amends the definition of "Acquiring Person" in the Rights Agreement by raising
the beneficial ownership percentage threshold to become an Acquiring Person, and
at which the Rights become exercisable, from 15% to 20% of the common shares of
the Company then outstanding. Except as otherwise provided in Amendment No. 1,
the other provisions of the Rights Agreement are not otherwise amended and
continue in full force and effect.
Pursuant to the terms of the Rights Agreement as originally adopted,
the Board of Directors of the Company, on July 27, 1999, declared a dividend of
one common share purchase Right for each outstanding share of common stock,
$1.00 par value, of the Company (the "Common Shares"). The dividend was paid on
August 29, 1999 to the shareholders of record on that date (the "Record Date").
Each Right entitles the registered holder to purchase from the Company one-half
of one Common Share, at a price of $75.00 per Common Share (equivalent to $37.50
for each one-half of a Common Share), subject to adjustment (the "Purchase
Price"). The description and terms of the Rights are set forth in the Rights
Agreement, as amended by Amendment No. 1 (the "Amended Rights Agreement").
The Amended Rights Agreement provides that, until the earlier to occur
of (i) 10 days following a public announcement that a person or group of
affiliated or associated persons (other than the Company, a subsidiary of the
Company, an employee benefit plan of the Company or a subsidiary) (an "Acquiring
Person") has acquired beneficial ownership of 20% or more of the outstanding
Common Shares (the "Shares Acquisition Date") or (ii) 10 business days (or such
later date as may be determined by action of the Company's Board of Directors
prior to such time as any person becomes an Acquiring Person) following the
commencement of, or announcement of an intention to make, a tender offer or
exchange offer the consummation of which would result in the beneficial
ownership by a person or group (other than the Company, a subsidiary of the
Company or an employee benefit plan of the Company or a subsidiary) of 20% or
more of such outstanding Common Shares (the earlier of such dates being called
the "Distribution Date"), the Rights will be evidenced, with respect to any of
the Common Share certificates outstanding as of the Record Date, by such Common
Share certificate.
Until the Distribution Date, the Rights will be transferred with and
only with the Common Shares. Until the Distribution Date (or earlier redemption
or expiration of the Rights), new Common Share certificates issued after the
Record Date, upon transfer or new issuance of Common Shares, will contain a
notation incorporating the Amended Rights Agreement by reference. Until the
Distribution Date (or earlier redemption or expiration of the Rights), the
surrender for transfer of any certificates for Common Shares, outstanding as of
the Record Date, even without such notation, will also constitute the transfer
of the Rights associated with the Common Shares represented by such certificate.
As soon as practicable 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.
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<PAGE>
The Rights are not exercisable until the Distribution Date. The Rights
will expire on August 29, 2009 (the "Final Expiration Date"), unless the Rights
are earlier redeemed or exchanged by the Company, or the Amended Rights
Agreement is amended, in each case as described below.
The Purchase Price payable, and the number of Common Shares 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
Shares; (ii) upon the grant to holders of the Common Shares of certain rights or
warrants to subscribe for or purchase Common Shares at a price, or securities
convertible into Common Shares with a conversion price less than the then
current market price of the Common Shares; or (iii) upon the distribution to
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).
The number of outstanding Rights and the number of Common Shares
issuable upon exercise of each Right are also subject to adjustment in the event
of a stock split of the Common Shares or a stock dividend on the Common Shares
payable in Common Shares or subdivisions, consolidations or combinations of the
Common Shares occurring, in any such case, prior to the Distribution Date.
In the event that any person becomes an Acquiring Person (a "Flip-In
Event"), holders of Rights will thereafter generally have the right to receive
upon exercise that number of Common Shares (or, in certain circumstances cash,
property or other securities of the Company or a reduction in the Purchase
Price) having a market value of two times the then current Purchase Price.
Notwithstanding any of the foregoing, following the occurrence of a Flip-In
Event all Rights that are, or (under certain circumstances specified in the
Amended Rights Agreement) were, or subsequently become beneficially owned by an
Acquiring Person, related persons and transferees will be null and void.
In the event that, at any time following the Shares Acquisition Date,
(i) the Company is acquired in a merger or other business combination
transaction or (ii) 50% or more of its consolidated assets or earning power are
sold (the events described in clauses (i) and (ii) are herein referred to as
"Flip-Over Events"), proper provision will be made so that holders of Rights
will (subject to the limitations set forth in the Amended Rights Agreement)
thereafter have the right to receive, upon the exercise thereof at the then
current Purchase Price, that number of shares of common stock of the acquiring
company which at the time of such transaction will have a market value of two
times the then current Purchase Price.
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. No fractional Common Shares will be issued. In lieu of
fractional Common Shares equal to one-half of a Common Share or less, an
adjustment in cash will be made based on the market price of the Common Shares
on the last trading day prior to the date of exercise. No Rights may be
exercised that would entitle the holder thereof to any fractional Common Share
greater than one-half of a Common Share unless concurrently therewith such
holder purchases an additional fraction of a Common Share, which when added to
the number of Common Shares to be received upon such exercise, equals an
integral number of Common Shares.
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<PAGE>
The Purchase Price is payable by certified check, cashier's check,
bank draft or money order or, if so provided by the Company, the Purchase Price
following the occurrence of a Flip-In Event and until the first occurrence of a
Flip-Over Event may be paid in Common Shares having an equivalent value.
At any time after a person becomes an Acquiring Person and prior to
the acquisition by any Acquiring Person of 50% or more of the outstanding Common
Shares, the Board of Directors of the Company may exchange the Rights (other
than Rights owned by any Acquiring Person which have become void), in whole or
in part, at an exchange ratio of one Common Share per Right (subject to
adjustment).
At any time prior to a person becoming an Acquiring Person, the Board
of Directors of the Company may redeem the Rights in whole, but not in part, at
a price of $.001 per Right (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.
Other than amendments that would change the Redemption Price or move
to an earlier date the expiration of the Rights, 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 an amendment to lower the threshold for
exercisability of the Rights from 20% to not less than 10%, with appropriate
exceptions for any person then beneficially owning a percentage of the number of
Common Shares then outstanding equal to or in excess of the new threshold,
except that from and after the Distribution Date no such amendment may adversely
affect the interests of the holders of the Rights.
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.
As of July 26, 1999, there were 37,503,735 Common Shares issued and
outstanding. Each outstanding Common Share on the Record Date received one
Right. As long as the Rights are attached to the Common Shares, the Company will
issue one Right for each Common Share which becomes outstanding between the
Record Date and the Distribution Date so that all such shares will have attached
Rights.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
without conditioning the offer on redemption of the Rights or on a substantial
number of Rights being acquired. The Rights should not interfere with any merger
or other business combination approved by the Board of Directors of the Company
prior to the time that the Rights may not be redeemed (as described above) since
the Board of Directors may, at its option, at any time until the Shares
Acquisition Date redeem all but not less than all the then outstanding Rights at
$.001 per Right. The Rights are designed to provide additional protection
against abusive takeover tactics such as offers for all shares at less than full
value or at an inappropriate time (in terms of maximizing long-term shareholder
value), partial tender offers and selective open-market purchases. The Rights
are intended to assure that the Company's Board of Directors has the ability to
protect shareholders and the Company if efforts are made to gain control of the
Company in a manner that is not in the best interests of the Company and its
shareholders.
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<PAGE>
The Rights Agreement and Amendment No. 1 thereto between the Company
and the Rights Agent specifying the terms of the Rights, which includes as
Exhibit A the Form of Right Certificate, are incorporated herein by reference to
Exhibits 4.1 and 4.2 hereto. The foregoing description of the Rights does not
purport to be complete and is qualified in its entirety by reference to such
exhibits.
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<PAGE>
Item 2. Exhibits.
(4.1) Rights Agreement, dated as of July 27, 1999, by and between
WICOR, Inc. and ChaseMellon Shareholder Services, L.L.C., as
Rights Agent [incorporated by reference to Exhibit (4.1) to
the Registration Statement on Form 8-A of WICOR, Inc. dated
as of July 27, 1999 (Commission File No. 1-7951)]
(4.2) Amendment No. 1, dated as of September 9, 1999, to Rights
Agreement, dated as of July 27, 1999, by and between WICOR,
Inc. and ChaseMellon Shareholder Services, L.L.C., as Rights
Agent.
All exhibits required by the instructions to Item 2 will be supplied
to the New York Stock Exchange.
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<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this Amendment No. 1 to Registration
Statement on Form 8-A to be signed on its behalf by the undersigned, thereto
duly authorized.
WICOR, INC.
Date: September 9, 1999 By: /s/ Joseph P. Wenzler
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Joseph P. Wenzler
Senior Vice President and Chief
Financial Officer
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<PAGE>
WICOR, Inc.
FORM 8-A
EXHIBIT INDEX
Exhibit
Number Description
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(4.1) Rights Agreement, dated as of July 27, 1999, by and between WICOR,
Inc. and ChaseMellon Shareholder Services, L.L.C., as Rights Agent
[incorporated by reference to Exhibit (4.1) to the Registration
Statement on Form 8-A of WICOR, Inc. dated as of July 27, 1999
(Commission File No. 1-7951)]
(4.2) Amendment No. 1, dated as of September 9, 1999, to Rights Agreement,
dated as of July 27, 1999, by and between WICOR, Inc. and ChaseMellon
Shareholder Services, L.L.C., as Rights Agent.
AMENDMENT NO. 1
TO
RIGHTS AGREEMENT
THIS AMENDMENT NO. 1 TO RIGHTS AGREEMENT ("Amendment") is made and
entered into as of September 9, 1999, by and between WICOR, INC., a Wisconsin
corporation (the "Company"), and CHASEMELLON SHAREHOLDER SERVICES LLC, a New
Jersey Limited liability company (the "Rights Agent"), and amends certain
provisions of that certain Rights Agreement ("Agreement"), dated as of July 27,
1999, by and among the Company and the Rights Agent. Capitalized terms used
herein that are not otherwise defined have the respective meanings set forth in
the Agreement.
W I T N E S S E T H :
WHEREAS, the Company and the Rights Agent entered into the Agreement
in connection with the expiration of the Company's previous Rights Agreement,
dated August 29, 1989; and
WHEREAS, the Company desires to make certain changes to and amend the
Agreement, all as set forth below.
NOW, THEREFORE, in consideration of the covenants and agreements of
the parties contained herein and related hereto, the Company and the Rights
Agent agree as follows:
1. Amendments.
a. The definition of "Acquiring Person" set forth in subsection (a) of
Section 1 of the Agreement is hereby amended and restated in its entirety to
read as follows:
"(a) "Acquiring Person" shall mean any Person (as such term is
hereinafter defined) who or which, together with all 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 of the Company then outstanding, but shall not include
the Company, any Subsidiary (as such term is hereinafter defined) of the
Company, any employee benefit plan of the Company or any Subsidiary of the
Company, any entity holding Common Shares for or pursuant to the terms of
any such plan, or any trustee, administrator or fiduciary of such a plan.
Notwithstanding the foregoing, no Person shall become an "Acquiring Person"
as a result of an acquisition of Common Shares by the Company which, by
reducing the number of shares outstanding, increases the proportionate
number 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 would, but for the foregoing, become an Acquiring Person by reason
of share purchases by the
<PAGE>
Company and shall, after such share purchases by the Company, become the
Beneficial Owner of any additional Common Shares of the Company at any time
that the Person is or thereby becomes the Beneficial Owner of 20% or more
of the Common Shares of the Company then outstanding (other than Common
Shares acquired solely as a result of corporate action of the Company not
caused, directly or indirectly, by such Person), then such Person shall be
deemed to be an "Acquiring Person". Notwithstanding the foregoing, if the
Board of Directors of the Company determines in good faith that a Person
who would otherwise be an "Acquiring Person", as defined pursuant to the
foregoing provisions of this paragraph (a), has become such inadvertently,
and such Person divests as promptly as practicable a sufficient number of
Common Shares so that such Person would no longer be an "Acquiring Person,"
as defined pursuant to the foregoing provisions of this paragraph (a), then
such Person shall not be deemed to be an "Acquiring Person" for any
purposes of this Agreement."
b. Section 27 of the Agreement is hereby amended and restated in its
entirety to read as follows:
"Section 27. Supplements and Amendments. Prior to the Distribution
Date and subject to the penultimate sentence of this Section 27, the
Company may and the Rights Agent shall, if the Company so directs,
supplement or amend any provision of this Agreement without the approval of
any holders of certificates representing Common Shares. Without limiting
the foregoing, the Company may at any time prior to such time as any Person
becomes an Acquiring Person amend this Agreement to lower the thresholds
set forth in Sections 1(a) and 3(a) hereof from 20% to not less than 10%,
with appropriate exceptions for persons then beneficially owning Common
Shares of the Company constituting a percentage of the number of Common
Shares then outstanding equal to or in excess of the new threshold. From
and after the Distribution Date and subject to the penultimate sentence of
this Section 27, the Company and the Rights Agent shall, if the Company so
directs, supplement or amend this Agreement without the approval of any
holders of Right Certificates in order (i) to cure any ambiguity, (ii) to
correct or supplement any provision contained herein which may be defective
or inconsistent with any other provision herein, (iii) to shorten or
lengthen any time period hereunder, or (iv) to change or supplement the
provisions hereunder in any manner which the Company may deem necessary or
desirable and which shall not adversely affect the interests of the holders
of Right Certificates (other than an Acquiring Person or an Affiliate or
Associate of an Acquiring Person); provided, that from and after the
Distribution Date this Agreement may not be supplemented or amended to
lengthen, pursuant to clause (iii) of this sentence, (A) a time period
relating to when the Rights may be redeemed at such time as the Rights are
not then redeemable, or (B) any other time period unless such lengthening
is for the purpose of protecting, enhancing or clarifying the rights of,
and/or the benefits
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to, the holders of Rights. Upon the delivery of a certificate from an
appropriate officer of the Company which states that the proposed
supplement or amendment is in compliance with the terms of this Section 27,
the Rights Agent shall execute such supplement or amendment.
Notwithstanding anything contained in this Agreement to the contrary, the
Rights Agent may, but shall not be obligated to, enter into any supplement
or amendment that affects the Rights Agent's own rights, duties,
obligations or immunities under this Agreement. Notwithstanding anything
contained in this Agreement to the contrary, no supplement or amendment
shall be made which reduces the then effective Redemption Price or moves to
an earlier date the then effective Final Expiration Date. Prior to the
Distribution Date, the interests of the holders of Rights shall be deemed
coincident with the interests of the holders of Common Shares."
c. The first sentence of Section 3(a) of the Agreement is hereby
amended and restated in its entirety to read as follows:
"Until the earlier of (i) the tenth day after the Shares Acquisition
Date or (ii) the tenth Business Day (or such later date as may be
determined by action of the Company's 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 to commence, a tender or exchange offer the consummation of
which would result in any Person (other than the Company, any Subsidiary of
the Company, any employee benefit plan of the Company or of any Subsidiary
of the Company, any entity holding Common Shares for or pursuant to the
terms of any such plan, or any trustee, administrator, or fiduciary of such
a plan) becoming the Beneficial Owner of Common Shares of the Company
aggregating 20% or more of the then outstanding Common Shares (the earlier
of such dates being herein referred to as the "Distribution Date"), (x) the
Rights will be evidenced (subject to the provisions of Section 3(b) hereof)
by the certificates for Common Shares registered in the names of the
holders thereof (which certificates shall also be deemed to be Right
Certificates) and not by separate Right Certificates, and (y) the right to
receive Right Certificates will be transferable only in connection with the
transfer of Common Shares."
2. Miscellaneous. The Summary of Rights to Purchase Common Shares attached
as Exhibit B to the Agreement shall be appropriately modified to reflect the
amendments to the Agreement hereinabove adopted. Except as specifically amended
and modified hereby, the Agreement shall stand and remain unchanged and in full
force and effect in accordance with its original terms. This Amendment may be
executed in one or more counterparts, each of which shall be deemed to be an
original but all of which together will constitute one and the same instrument.
* * * * *
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IN WITNESS WHEREOF, the parties have caused this Amendment to be
executed and attested, all as of the day and year first above written.
WICOR, INC.
Attest:
By: /s/ Robert A. Nuernberg By: /s/ Joseph P. Wenzler
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Robert A. Nuernberg Joseph P. Wenzler
Secretary Senior Vice President and
Chief Financial Officer
CHASEMELLON SHAREHOLDER
SERVICES LLC
Attest:
By: /s/ David M. Cary By: /s/ Deodatt Lakeram
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David M. Cary Deodatt Lakeram
Assistant Vice President Assistant Vice President
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