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
PROVIDENCE ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
Rhode Island 05-0389170
(State of incorporation (I.R.S.
Employer
or organization)
Identification No.)
100 Weybosset Street
Providence, Rhode Island
02903
(Address of principal executive offices)
(Zip Code)
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, New York Stock
Exchange
$1.00 par value per share
Common Stock New York Stock Exchange
Purchase Rights with
respect to Common Stock,
$1.00 par value per share
Securities to be registered pursuant to Section 12(g) of the
Act:
None
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(Title of Class)
Item 1. Description of Registrant's Securities to be
Registered
The outstanding Common Stock of the Registrant is fully paid
and non-assessable. The following summary description of
certain provisions of the Registrant's articles of incorporation
does not purport to be complete and is qualified in its entirety
by reference to said provisions.
The Registrant's articles of incorporation authorize
20,000,000 shares of Common Stock, par value $1.00 per share, and
1,000,000 shares of Preferred Stock, par value $10.00 per share. The
Board of Directors is authorized to issue shares of the Registrant's
Common Stock and Preferred Stock from time to time without shareholder
approval. To date, no shares of Preferred Stock have been issued.
The Preferred Stock may be issued from time to time in one (1) or more
classes or series with such designations, powers, preferences, rights,
qualifications, limitations and restrictions as may be fixed by the
Board of Directors of the Registrant. The Board of Directors of the
Registrant could issue the Preferred Stock with voting and/or
conversion rights. Such an issuance could dilute the voting power of
the holders of Common Stock.
Dividend Rights
Subject to the preferential rights of the Registrant's
Preferred Stock, dividends may be declared on the Common Stock out of
the funds legally available therefor. The Registrant is a legal
entity separate and distinct from its subsidiaries. Accordingly, the
right of the Registrant and its shareholders to participate in any
distribution of the assets or earnings of any subsidiary is
necessarily subject to the prior claims of creditors of such
subsidiary, except to the extent that claims of the Registrant in its
capacity as a creditor of any subsidiary may be recognized.
The major source of the Registrant's earnings is dividends
paid by its wholly owned subsidiary, The Providence Gas Company
("ProvGas"). ProvGas's indenture relating to long-term debt contains
restrictions as to the declaration or payment of cash dividends on its
capital stock. The most restrictive of such provisions provides that
the Registrant will pay no dividends if the sum of all dividends and
other distributions and all purchases of its capital stock (subject to
certain credits) after September 30, 1991 and any losses incurred
after that date and chargeable to earned surplus exceeds the
Registrant's net income and additions to capital after that date plus
$6.5 million. The amount available for dividends at September 30,
1996 was approximately $18 million.
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Voting Rights
Each holder of the Common Stock is entitled to one (1) vote
for each share held of record on the books of the Registrant.
Shareholders do not have cumulative rights with respect to the
election of directors.
Liquidation and Preemptive Rights
In the event of the liquidation, dissolution or winding-up
of the Registrant, whether voluntary or involuntary, the holders of
the Common Stock will be entitled (after all debts of the Registrant
have been paid and all rights of holders of Preferred Stock
satisfied if any such Preferred Stock should be issued) to share
ratably in all assets of the Registrant available for distribution to
holders of Common Stock.
The holders of the Common Stock have no preemptive rights.
Provisions Relating to Change in Control
Certain provisions of the Registrant's articles of
incorporation and bylaws as they presently exist may be viewed as
having the effect of discouraging any attempted acquisition of control
of the Registrant by a third party other than by negotiations with
management.
The most material provisions of the Registrant's articles of
incorporation and bylaws referred to above are as follows:
Shareholders' Rights Provisions. On August 17, 1988, the
Registrant distributed as a dividend to its shareholders one (1)
Common Stock purchase right (a "Right") for every share of Common
Stock of the Registrant outstanding on that day and, pursuant to a
Common Stock Rights Agreement dated August 3, 1988, as amended,
between Registrant and Mellon Bank, N.A. (as successor to State Street
Bank and Trust Company), as successor Rights Agent, one (1) Right will
be issued for each share of Common Stock issued between August 17,
1988 and the Distribution Date (as defined below). Each Right
entitles the holder to purchase from the Registrant one (1) share of
Common Stock at a price of $110, subject to adjustment for stock
dividends, stock splits, recapitalizations and similar events.
Initially, the Rights attach to all shares of outstanding
Common Stock, and no separate Rights certificates will be issued. The
Rights will separate from the Common Stock upon the earlier to occur
of (i) the tenth business day following a public announcement that a
person (an "Acquiring Person") has acquired, or obtained the right to
acquire, beneficial ownership of twenty percent (20%) or more of the
Registrant's outstanding Common Stock (the "Stock Acquisition Date"),
or (ii) the tenth business day following the commencement or
announcement of an
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intention to make a tender offer or exchange offer which would result
in any person owning thirty percent (30%) or more of the outstanding
Common Stock of the Registrant (the earlier of such dates being called
the "Distribution Date").
If at any time following the Stock Acquisition Date the
Registrant is acquired in a merger or other business combination where
the Registrant is not the surviving corporation, or fifty percent
(50%) or more of its assets or earning power is sold, each Right will
become exercisable, at the then current exercise price, for that
number of shares of Common Stock of the acquiring company which at the
time of the transaction has a market value of two (2) times the
exercise price.
In addition, if at any time following the Distribution Date
(i) the Registrant is the surviving corporation in a merger with an
Acquiring Person, and the Registrant's Common Stock is not changed or
exchanged, or (ii) an Acquiring Person engages in any of several
self-dealing transactions specified in the Rights Agreement, or (iii)
during such time as there is an Acquiring Person, the Acquiring
Person's proportionate ownership interest in the Registrant is
increased by more than one percent (1%) or there is a reduction in the
annual rate of dividends paid on the Common Stock (except as approved
by a majority of the directors who are not affiliated with the
Acquiring Person and who were members of the Board of Directors on
August 3, 1988 or were recommended for election by a majority of such
directors in office at the time of nomination), then each Right will
become exercisable for that number of shares of Common Stock of the
Registrant having a market value of two (2) times the exercise price
of the Right.
The Rights are redeemable by the Registrant for $.01 each and
expire August 17, 1998.
Increased Shareholder Vote. Under Article Fifth of the
articles of incorporation, the affirmative vote of the holders of
sixty-six and two-thirds percent (66 2/3%) of the Registrant's
outstanding voting stock is required for approval of certain corporate
transactions, including mergers, consolidations, sale, leases and
exchanges or other dispositions of all or substantially all of the
assets of the Registrant, as well as any amendment to the articles of
incorporation, unless the proposed transaction or amendment is
approved by at least two-thirds (2/3) of the whole Board of Directors,
in which case only such vote as is specified by applicable law is
required.
Under Article Fifth, the requirement of the sixty-six and two
thirds percent (66 2/3%) vote on the part of the shareholders is
invoked with respect to any transaction of the kind specified, whether
or not the transaction is the result of an acquisition or attempted
acquisition of control of the Registrant. Any third party wishing to
acquire control of the Registrant through the acquisition of a
significant portion of its outstanding voting stock followed by a
merger, consolidation or similar transaction
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may perceive the likelihood of the invocation of the sixty-six and
two-thirds percent (66 2/3%) voting requirement as an impediment to
its plans for achieving control of the Registrant.
In addition to the increased shareholder vote required by
Article Fifth, Article Eleventh provides for the approval by the
holders of at least eighty percent (80%) of the outstanding shares
entitled to vote, of any "Business Combination" between the Registrant
(or a subsidiary) and an Interested Shareholder, unless either the
Business Combination complies with certain specified conditions or the
transaction is approved by two-thirds (2/3) of the "Continuing
Directors" of the Corporation.
A Business Combination is defined generally as any merger or
consolidation of the Registrant or any subsidiary with any "Interested
Shareholder" or with any affiliate of an Interested Shareholder, any
sale, lease or other disposition of any assets or securities of the
Registrant or any subsidiary to any Interested Shareholder or
affiliate, the adoption of a plan of liquidation or dissolution of the
Registrant proposed by an Interested Shareholder or an affiliate, or
any recapitalization of the Registrant which results in the increase
of the proportionate share of any class or series of capital stock
beneficially owned by an Interested Shareholder or affiliate.
An Interested Shareholder is defined generally to include any
beneficial owner of five percent (5%) or more of the Registrant's
outstanding voting stock.
A Continuing Director is defined generally as a director who
was a member of the Board of Directors of the Registrant immediately
prior to the time that the Interested Shareholder involved in the
Business Combination became an Interested Shareholder, or a director
who was designated a Continuing Director by a majority of the then
remaining Continuing Directors.
The conditions to be complied with include the condition that
the aggregate consideration per share to be received in the
transaction for each class of the Registrant's capital stock meet
certain fair price standards established by Article Eleventh. In
addition, the consideration to be received by the holders of a
particular class of capital stock would be required to be either in
the form of cash or in the form paid by the Interested Shareholder in
connection with the acquisition by the Interested Shareholder of the
largest number of shares of such class.
Article Eleventh also includes as an additional condition to
the avoidance of the eighty percent (80%) shareholder vote otherwise
required (in the absence of approval by two-thirds (2/3) of the
Continuing Directors) for approval of a Business Combination between
the Registrant or any of its subsidiaries and an Interested
Shareholder, the requirement that a proxy or information
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statement complying with the Securities Exchange Act of 1934 and the
rules and regulations of the Securities and Exchange Commission
thereunder be sent to shareholders by or on behalf of the Interested
Shareholder in connection with such Business Combination.
Classified Board of Directors; Related Bylaw Provisions.
Under Article Sixth of the articles of incorporation, the Board of
Directors is divided into three (3) classes, each of which is elected
in successive years for three (3) year terms. Accordingly, a person
acquiring or controlling a majority of the Registrant's voting stock
generally would require two (2) annual meetings to replace a majority
of the directors, making it more difficult for any person desiring to
acquire control of the Registrant to take immediate control of the
Board of Directors. It should be noted that neither the articles of
incorporation nor the bylaws provide for cumulative voting in the
election of directors. In addition, under the Registrant's bylaws a
director may be removed from office without cause only by vote of the
holders of a majority of the outstanding capital stock of the
Registrant entitled to vote on the election of directors, and then
only if such removal shall have been recommended by a majority of the
Board of Directors then holding office.
The bylaws of the Registrant may be altered, amended or
repealed, or new bylaws may be adopted, by the vote of the holders of
not less than sixty-six and two-thirds percent (66 2/3%) of the
outstanding shares entitled to vote, unless the proposed alteration,
amendment, repeal or new bylaws shall have been approved by not less
than two-thirds (2/3) of the members of the Board of Directors,
whereupon the vote otherwise required is the vote of the holders of a
majority of the shares entitled to vote.
The foregoing provisions of the articles of incorporation with
respect to the classification of the Board of Directors, and of the
bylaws with respect to the removal of directors without cause and the
amendment of the bylaws, may be perceived in the aggregate as
sufficiently strong deterrents to the attainment of immediate control
of the Board of Directors as to discourage a third party from
attempting to acquire control of the Registrant other than by
negotiations with the Board of Directors and management.
Item 2. Exhibits
The securities described herein are to be registered on
the New York Stock Exchange, on which no other securities of
the Registrant are registered. Accordingly, pursuant to Part II to
the Instructions as to Exhibits on Form 8-A, the following exhibits
are not filed with, or incorporated by reference in, copies of this
Registration Statement on Form
6
8-A filed with the
Commission, but are filed as part of this Registration Statement
on Form 8-A filed with the New York Stock Exchange:
1.1 Annual Report of the Registrant on Form 10-K
for the year ended September 30, 1995 (incorporated in
Exhibit 6.1 hereto).
2.1 Quarterly Report of the Registrant on Form 10-Q
for the quarter ended January 31, 1996.
2.2 Quarterly Report of the Registrant on Form 10-Q
for the quarter ended March 31, 1996.
2.3 Quarterly Report of the Registrant on Form 10-Q
for the quarter ended June 30, 1996.
3.1 Proxy Statement of the Registrant, dated
December 20, 1995 for the Annual Meeting of
Shareholders held January 18, 1996.
4.1 Articles of Incorporation of the Registrant, as
amended.
4.2 Bylaws of the Registrant, as amended.
4.3 Rights Agreement dated as of August 3, 1988, as
amended.
5.1 Specimen certificate evidencing Common Stock.
6.1 1995 Annual Report of the Registrant submitted to
the Shareholders of the Registrant.
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,
thereunto duly authorized.
PROVIDENCE ENERGY CORPORATION
(Registrant)
By:__ s/ Gary S. Gillheeney _________
GARY S. GILLHEENEY
Senior Vice President, Treasurer
and CFO
Dated: November 27, 1996
