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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 06-0950444
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Address of Incorporation or Organization) (I.R.S. Employer Identification no.)
90 State House Square, Hartford, Connecticut 01603
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(Address of Principal Executive Offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to Section 12(b) securities pursuant to Section 12(g)
of the Exchange Act and is effective of the Exchange Act and is effective
pursuant to General Instruction A.(c), pursuant to General Instruction A.(d),
please check the following box. / / please check the following box. / /
Securities Act registration statement file number to which this form
relates:
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(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
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Common Stock Purchase Rights New York Stock Exchange
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Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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(Title of Class)
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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, as
further amended by an amendment thereto, dated as of August 23, 2000, between
the Company and American Stock Transfer & Trust Company as successor Rights
Agent (the "Second 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").
The effect of the Second Amendment is to make the Rights inoperative and
unexercisable in the case of the proposed merger, announced on August 24, 2000,
of the Company with a subsidiary of The MONY Group, Inc. (the "Merger"). The
Second Amendment accomplishes this result by excluding The MONY Group, Inc. and
its Affiliates and Associates from certain defined terms and by providing that
the Merger, the execution and delivery of an agreement and plan of merger to
which the Company and The MONY Group, Inc. are parties (the "Merger Agreement"),
a related option agreement with the Company (the "Option Agreement") and support
agreements with certain of the Company's stockholders (the "Support Agreements")
will not cause the Rights to become separately transferable or exercisable.
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
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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.
Notwithstanding the foregoing, The MONY Group, Inc, and its Affiliates
and Associates, and their assignees and transferees, will not be deemed to be an
Acquiring Person or be declared to be an Adverse Person by virtue of the Merger
Agreement, the Option Agreement or the Support Agreements or the consummation of
the Merger or the other transactions contemplated by those agreements.
Furthermore, no Distribution Date will occur as the result of the execution of
any of those agreements or the consummation of the transactions which they
contemplate.
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 or the consummation of the
Merger, unless previously redeemed or exchanged by the Company as described
below.
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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
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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.
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EXHIBIT
NUMBER DESCRIPTION
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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))
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3 Amendment to Shareholder Rights Agreement dated as of
August 23, 2000 between the Registrant and American Stock
Transfer & Trust Company, as successor Rights Agent.
4 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))
5 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))
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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: December 14, 2000 By: /s/ Grant W. Kurtz
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Name: Grant W. Kurtz
Title: President and
Chief Executive Officer
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EXHIBIT INDEX
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EXHIBIT
NUMBER DESCRIPTION
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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 Amendment to Shareholder Rights Agreement dated as of
August 23, 2000 between the Registrant and American Stock
Transfer & Trust Company, as successor Rights Agent.
4 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))
5 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))
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