SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
____________
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR 12(G) OF THE
SECURITIES EXCHANGE ACT OF 1934
THE ADVEST GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 06-0950444
(State of Incorporation or Organization) (I.R.S. Employer
Identification no.)
90 STATE HOUSE SQUARE, HARTFORD, CONNECTICUT 06103
(Address of Principal Executive Offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of securities registration of a class of securities
pursuant to Section 12(b) of the pursuant to Section 12(g) of the
Exchange Act and is effective Exchange Act and is effective
pursuant to General Instruction pursuant to General Instruction
A.(c), please check the following A.(d), please check the following
box. / / box. / /
Securities Act registration statement file
number to which this form relates: ________________________
(If applicable)
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 STOCK PURCHASE RIGHTS NEW YORK STOCK EXCHANGE
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
(Title of Class)
(Title of Class)
<PAGE>
Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
On October 31, 1988, the Board of Directors of The Advest Group, Inc.
(the "Company") declared a dividend distribution of one Common Stock
Purchase Right (a "Right") for each outstanding share of Common Stock of
the Company to stockholders of record at the close of business on November
10, 1988. One Right also will be issued with each share of Common Stock
that becomes outstanding between November 10, 1988 and the earlier of the
Distribution Date (as hereinafter defined) and the redemption, exchange or
expiration of the Rights. The description and terms of the Rights are set
forth in a Shareholder Rights Agreement, dated as of October 31, 1988, between
the Company and The Connecticut Bank and Trust Company, N.A., as Rights Agent
(the "Original Rights Agreement"), as amended by an Amendment thereto, dated as
of March 12, 1998, between the Company and BankBoston, N.A., as successor Rights
Agent (the "Amendment" and, together with the Original Rights Agreement, the
"Shareholder Rights Agreement"). Under the Shareholder Rights Agreement, as
amended, each Right entitles the registered holder to purchase from the Company
one share of Common Stock, par value $.01 per share (the "Common Stock"), at a
cash exercise price of $60.00 per share, subject to adjustment (the "Exercise
Price").
Initially, the Rights will not be exercisable and will be attached to
all outstanding shares of Common Stock. No separate certificates
representing the Rights ("Right Certificates") will be distributed until
the Distribution Date. The Rights will separate from the Common Stock and
become exercisable and the Distribution Date will occur upon the earliest
of (i) 10 days following a public announcement that a person or group of
affiliated or associated persons (an "Acquiring Person") has acquired
beneficial ownership of 20% or more of the outstanding shares of Common
Stock other than pursuant to a tender offer or an exchange offer for all
outstanding shares of Common Stock at a price and on terms determined by
the Board of Directors to be in the best interests of the Company and its
stockholders (the date of said announcement being referred to as the "Stock
Acquisition Date"), (ii) 10 business days following the commencement of a
tender offer or exchange offer that would result in a person or group
becoming an Acquiring Person or (iii) the declaration by the Board of
Directors that any Person is an "Adverse Person," upon a determination that
such person, alone or together with its affiliates and associates, has
become the beneficial owner of 15% or more of the outstanding shares of
Common Stock and a determination by the Board of Directors, including at
least a majority of the Disinterested Directors (as defined in the
Shareholder Rights Agreement), after reasonable inquiry and investigation,
including such consultation with such persons as such directors shall deem
appropriate, that (a) such beneficial ownership by such person is intended
to cause, is reasonably likely to cause or will cause the Company to
repurchase the Common Stock beneficially owned by such person or to cause
pressure on the Company to take action or enter into a transaction or
series of transactions intended to provide such person with short-term
financial gain under circumstances where the Board of Directors determines
that the best long-term interests of the Company and its stockholders would
not be served by taking such action or entering into such transactions or
series of transactions at that time or (b) such beneficial ownership is
causing or is reasonably likely to cause a material adverse impact
(including, but not limited to, impairment of relationships with customers
or impairment of the Company's ability to maintain its competitive
position) on the business or prospects of the Company. However, the Board
of Directors may not declare a person to be an Adverse Person if, prior to
the time that the person acquired 15% or more of the shares of Common Stock
then outstanding, such person provided to the Board of Directors in writing
a statement of the person's purpose and intentions in connection with the
proposed acquisition of Common Stock, together with any other information
reasonably requested of the person by the Board of Directors, and the Board
of Directors, based on such statement and reasonable inquiry and
investigation as it deems appropriate, determines to notify and notifies
such person in writing that it will not declare the person to be an Adverse
Person; provided, however, that the Board of Directors may expressly
condition in any manner a determination not to declare a person an Adverse
Person on such conditions as the Board of Directors may select, including,
without limitation, such person's not acquiring more than a specified
amount of stock and/or on such person's not taking actions inconsistent
with the purposes and intentions disclosed by such person in the statement
provided to the Board of Directors. In the event that the Board of
Directors should at any time determine, upon reasonable inquiry and
investigation, that such person has not met or complied with any conditions
specified by the Board of Directors, the Board of Directors may at any time
thereafter declare the person to be an Adverse Person.
Until the Distribution Date (or earlier redemption or expiration of
the Rights), (a) the Rights will be evidenced by the Common Stock
certificates and will be transferred with and only with such Common Stock
certificates, (b) new Common Stock certificates issued after November 10,
1988 will contain a notation incorporating the Shareholder Rights Agreement
by reference, and (c) the surrender for transfer of any certificate for
Common Stock will also constitute the transfer of the Rights associated
with the Common Stock represented by such certificate.
The Rights are not exercisable until the Distribution Date and will
expire at the close of business on October 31, 2008, unless previously
redeemed or exchanged by the Company as described below.
As soon as practicable after the Distribution Date, Right Certificates
will be mailed to holders of record of Common Stock as of the close of
business on the Distribution Date and, thereafter, the separate Right
Certificates alone will represent the Rights. Except as otherwise
determined by the Board of Directors, only shares of Common Stock issued
prior to the Distribution Date will be issued with Rights.
In the event that, at any time following the Stock Acquisition Date,
(i) the Company is acquired in a merger or other business combination
transaction or (ii) 50% or more of the Company's assets or earning power is
sold, each holder of a Right shall thereafter have the right to receive,
upon exercise, common stock of the acquiring company having a market value
equal to two times the Exercise Price of the Right. In the event that a
person or group becomes an Acquiring Person or in the event that the Board
of Directors determines that a person is an Adverse Person, proper
provision will be made so that after the Distribution Date each holder of a
Right will thereafter have the right to receive upon exercise that number
of shares of Common Stock of the Company (and, in certain circumstances,
cash or other assets) having a market value of two times the Exercise Price
of the Right, and the Rights shall thereafter not be exercisable until the
Company's right of redemption (described below) has expired. Rights that
are or were beneficially owned by an Acquiring Person or an Adverse Person
may (under certain circumstances specified in the Shareholder Rights
Agreement) become null and void.
At any time after a person or group becomes an Acquiring Person and
prior to (i) the acquisition by a person or group of 50% or more of the
outstanding shares of Common Stock, (ii) the acquisition of the Company in
a merger or other business combination transaction and (iii) the sale of
50% or more of the Company's assets or earning power, the Board of
Directors may exchange all or part of the Rights (other than Rights which
have become null and void) for shares of Common Stock (or shares of
preferred stock of equal value), at an exchange ratio of one share of
Common Stock per Right (subject to adjustment). Any partial exchange shall
be effected on a pro rata basis.
The Exercise Price payable, and the number of shares of 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) if holders of the Common Stock
are granted certain rights or warrants to subscribe for 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 regular quarterly cash
dividends) or of subscription rights or warrants (other than those referred
to above).
With certain exceptions, no adjustment in the Exercise Price will be
required until cumulative adjustments amount to at least 1% of the Exercise
Price. The Company is not obligated to issue fractional shares of Common
Stock and, in lieu thereof, an adjustment in cash may be made based on the
fair market value of the Common Stock on the last trading date prior to the
date of exercise.
The Rights may be redeemed in whole, but not in part, at a price of
$0.01 per Right (payable in cash, Common Stock or other consideration
deemed appropriate by the Board of Directors), by the Board of Directors at
any time prior to the close of business on the first to occur of (i) the
date on which a person is declared to be an Adverse Person, (ii) the tenth
day after the Stock Acquisition Date, (iii) the date on which the Company
is acquired in a merger or other business combination, (iv) the date on
which 50% or more of the Company's assets or earning power is sold and (v)
October 31, 2008, and, under certain circumstances, at subsequent times.
Immediately upon the action of the Board of Directors ordering redemption
of the Rights, the Rights will terminate and thereafter the only right of
the holders of Rights will be to receive the redemption price.
Any of the provisions of the Shareholder Rights Agreement may be
amended by the Board of Directors of the Company at any time prior to the
Distribution Date. From and after the Distribution Date, the Board of
Directors of the Company may, subject to certain limitations specified in
the Shareholder Rights Agreement, amend the Shareholder Rights Agreement to
cure any ambiguity, defect or inconsistency, to shorten or lengthen any
time period under the Shareholder Rights Agreement, or to make other
changes that do not adversely affect the interests of the Rights holders
(excluding the interests of Acquiring Persons or Adverse Persons or their
affiliates or associates).
Until a Right is exercised, the holder will have no rights as a
stockholder of the Company (beyond those as an existing stockholder),
including the right to vote or to receive dividends. While the
distribution of the Rights will not be taxable to stockholders or to the
Company, stockholders may, depending upon the circumstances, recognize
taxable income in the event that the Rights become exercisable for shares
of Common Stock (or other consideration) of the Company or for common stock
of an acquiring company as set forth above.
The Original Rights Agreement, which includes as Exhibit A the form of
Right Certificate, and the Amendment are each incorporated by reference as
Exhibits hereto and are incorporated herein by reference. The foregoing
description of the Rights and the Shareholder Rights Agreement does not
purport to be complete and is qualified in its entirety by reference to
such Exhibits.
Item 2. EXHIBITS.
Exhibit
NUMBER DESCRIPTION
1 Shareholder Rights Agreement, dated as of October
31, 1988, between the Registrant and The
Connecticut Bank and Trust Company, N.A., as
Rights Agent (Incorporated by reference to Exhibit
1 to the Registrant's Registration Statement on
Form 8-A dated November 1, 1988 (Commission File
No. 1-8408))
2 Amendment to Shareholder Rights Agreement dated as
of March 12, 1998, between the Registrant and
BankBoston, N.A., as successor Rights Agent
(Incorporated by reference to Exhibit 4 to the
Registrant's Current Report on Form 8-K dated
March 12, 1998 (Commission File No. 1-8408))
3 Restated Certificate of Incorporation of the
Registrant (Incorporated by reference to Exhibit
3(a) to the Registrant's Quarterly Report on Form
10-Q for the quarter ended March 31, 1989
(Commission File No. 1-8408))
4 By-Laws of the Registrant, as amended
(Incorporated by reference to Exhibit 3(b) to the
Registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1989, Exhibit 3(a) to the
Registrant's Quarterly Report on Form 10-Q for the
Quarter ended June 30, 1990 and Exhibit 3(c) to
the Registrant's Annual Report on Form 10-K for
its fiscal year ended September 30, 1997
(Commission File No. 1-8408))
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this amendment to its registration statement
to be signed on its behalf by the undersigned hereunto duly authorized.
THE ADVEST GROUP, INC.
Date: March 13, 1998 By: /S/ ALLEN WEINTRAUB
Allen Weintraub
Chairman of the Board and
Chief Executive Officer
<PAGE>
EXHIBIT INDEX
Exhibit
NUMBER DESCRIPTION
1 Shareholder Rights Agreement, dated as of October
31, 1988, between the Registrant and The
Connecticut Bank and Trust Company, N.A., as
Rights Agent (Incorporated by reference to Exhibit
1 to the Registrant's Registration Statement on
Form 8-A dated November 1, 1988 (Commission File
No. 1-8408))
2 Amendment to Shareholder Rights Agreement dated as
of March 12, 1998, between the Registrant and
BankBoston, N.A., as successor Rights Agent
(Incorporated by reference to Exhibit 4 to the
Registrant's Current Report on Form 8-K dated
March 12, 1998 (Commission File No. 1-8408))
3 Restated Certificate of Incorporation of the
Registrant (Incorporated by reference to Exhibit
3(a) to the Registrant's Quarterly Report on Form
10-Q for the quarter ended March 31, 1989
(Commission File No. 1-8408))
4 By-Laws of the Registrant, as amended
(Incorporated by reference to Exhibit 3(b) to the
Registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1989, Exhibit 3(a) to the
Registrant's Quarterly Report on Form 10-Q for the
Quarter ended June 30, 1990 and Exhibit 3(c) to
the Registrant's Annual Report on Form 10-K for
its fiscal year ended September 30, 1997
(Commission File No. 1-8408))
