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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)
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If this form relates to the registration of a If this form relates to the registration of a
class of securities pursuant to Section class of securities pursuant Section 12(g) of
12(b) of the Exchange Act and is effective the Exchange Act effective pursuant to General
pursuant to General Instruction A.(c) please Instruction A.(d), please check the following
check the following box. [ X ] box. [ ]
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Securities Act registration statement file number to which this form relates:
N/A
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, 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
(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered
Shareholders' Common Stock Purchase Rights.
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On July 23, 1998, the Registrant declared as a dividend distributable
to its shareholders of record on August 17, 1998 (the "Dividend Record Date"),
one (1) Common Stock purchase right (a "Right") for every share of Common Stock
of the Registrant outstanding on that day. The description and terms of the
Rights are set forth in a Common Stock Rights Agreement (the "Rights Agreement")
between the Registrant and The Bank of New York, as Rights Agent (the "Rights
Agent"). The Rights Agreement contemplates the issuance of one Right for every
share of Common Stock issued between the Dividend Record Date and the
Distribution Date (as defined below). The Rights Agreement also contemplates the
issuance of one Right for each share of Common Stock which is reserved for
issuance as of the Distribution Date (e.g., shares reserved under employee
benefit plans) and which is issued on or after the Distribution Date and prior
to the occurrence of a Common Stock Event (as defined below). Each Right
entitles the registered holder to purchase from the Registrant one share of
Common Stock at a price of $70.00 per share (the "Purchase Price"), subject to
adjustment.
Initially, the Rights will attach to all outstanding shares of Common
Stock, and no separate Right Certificates will be issued. The Rights will
separate from the Common Stock upon the earlier to occur of (i) the date which
is the 10th business day following a public announcement that a person or
affiliate or associates of such person (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
(the "Stock Acquisition Date") or (ii) the 10th business day following the
commencement or announcement of an intention to make a tender offer or exchange
offer which would result in any person or its affiliates and associates owning
10% or more of the outstanding Common Stock (the earlier of such dates being
called the "Distribution Date"). Until the Distribution Date (or earlier
redemption, exchange 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 Registrant's
Common Stock will contain a notation incorporating the Rights Agreement by
reference and (iii) the surrender for transfer of any of the Registrant's Common
Stock certificates will also constitute the transfer of the Rights associated
with the Common Stock represented by such certificate. As soon as practicable
following the Distribution Date, if any, separate certificates evidencing the
Rights ("Right Certificates") will be mailed to holders of record of the
Registrant's Common Stock as of the close of business on the Distribution Date
and such separate Right Certificates alone will evidence the Rights. The Rights
are not exercisable until the Distribution Date. The Rights will expire on
August 17, 2008 (the "Expiration Date"), unless the term is extended by
amendment of the Rights Agreement.
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
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the Common Stock of evidences of indebtedness or assets (excluding regular
periodic cash dividends paid out of the earnings or retained earnings of the
Registrant and dividends payable in shares of Common Stock) or of subscription
rights or warrants (other than those referred to above).
In the event that, at any time following the Stock Acquisition Date,
the Registrant were acquired in a merger or other business combination (other
than a merger described in the following sentence) or 50% or more of its assets
or earning power were sold, proper provision shall be made so that, except as
described in the last sentence of this paragraph, each holder of a Right shall
thereafter have the right to receive, upon the exercise thereof at the then
current exercise price of the Right, that number of shares of common stock of
the acquiring Registrant (or, in the event of a transfer of assets or earning
power involving more than one acquiring Registrant, the acquiring Registrant
receiving the greatest portion of the assets or earning power transferred) which
at the time of such transaction would have a market value of two times the
exercise price of the Right. In the event that, at any time following the
Distribution Date, (i) the Registrant were the surviving corporation in a merger
with an Acquiring Person and its Common Stock were not changed or exchanged,
(ii) an Acquiring Person engages in one of the self-dealing transactions
specified in the Rights Agreement or (iii) during such time as there is an
Acquiring Person, (A) an event occurs which results in such Acquiring Person's
proportionate ownership interest being increased by more than 1% or (B) there
shall be a reduction in the annual rate of dividends paid on the shares of
Common Stock (except as approved by a majority of the "Continuing Directors"),
proper provision shall be made so that, except as described in the following
sentence, each holder of a Right will thereafter have the right to receive upon
exercise that number of shares of the Common Stock (or, in certain
circumstances, cash, property or other securities of the Registrant) having a
market value of two times the exercise price of the Right. In the circumstances
described in the Rights Agreement, if the Registrant would be prohibited under
its articles of incorporation from issuing Common Stock or other securities to
certain holders of the Rights upon exercise thereof, among other things, such
Rights may be sold by the Registrant for the account of such holder, and the net
proceeds of such sale delivered to such holder. The term "Continuing Directors"
is defined in the Rights Agreement as a director of the Registrant who is not an
affiliate or associate of an Acquiring Person and who was a member of the Board
of Directors of the Registrant on July 23, 1998 or recommended for election by a
majority of the Continuing Directors in office at the time of nomination. Upon
the occurrence of any of the events described in this paragraph (as defined in
the Rights Agreement, a "Common Stock Event"), 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.
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 shares of any securities will be issued and,
in lieu thereof, an adjustment in cash will be made based on the market price of
such securities on the last trading date prior to the date of exercise.
At any time on or prior to the close of business on the tenth day after
the Stock Acquisition Date, the Registrant may redeem the Rights in whole, but
not in part, at a price of $.01 per Right (the "Redemption Price"), provided
that if the Board of Directors authorizes redemption after a Person becomes an
Acquiring Person, then such redemption must have the approval of the majority of
the Continuing Directors. Immediately upon the action of the Directors of the
Registrant electing to redeem the Rights, the Registrant shall make a public
announcement
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thereof, and upon such election, the right to exercise the Rights will terminate
and the only right of the holders of Rights will be to receive the Redemption
Price.
At any time after a Person (or group of affiliated or associated
persons) becomes an Acquiring Person and prior to the acquisition by any such
person or group of 50% or more of any class of outstanding voting stock of the
Registrant, the Board of Directors of the Registrant (with the approval of a
majority of the Continuing Directors) may exchange the Rights (other than Rights
owned by such Person or group which have become void), in whole or in part, at
an exchange ratio of one share of Common Stock (or other consideration having
equivalent market value) per Right (subject to adjustment).
Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Registrant, including, without limitation, the
right to vote or to receive dividends.
While the distribution of the Rights will not be taxable to
shareholders or to the Registrant, and while the Registrant believes that the
subsequent separation of the Rights on the Distribution Date should not be so
taxable, shareholders may, depending upon the circumstances, recognize taxable
income upon the occurrence of a Common Stock Event.
Prior to the Distribution Date, the Rights Agreement may be amended at
the discretion of the Registrant without the approval of any holders of Common
Stock. From and after the Distribution Date, the Rights Agreement may be amended
without the approval of any holders of Common Stock in order to cure any
ambiguity, to make changes which do not adversely affect the interests of
holders of Rights or, subject to certain limitations, to shorten or lengthen any
time period under the Rights Agreement. After the Stock Acquisition Date,
amendments require the approval of a majority of the Continuing Directors.
A copy of the Rights Agreement is filed as an Exhibit to this
Registration Statement. This summary description of the Rights does not purport
to be complete, and is qualified in its entirety by reference to the Rights
Agreement, which is hereby incorporated herein by reference.
Item 2. Exhibits
The securities described herein are to be registered on the New York
Stock Exchange, on which 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 8-A filed with the Commission,
filed with the New York Stock Exchange:
4.1 Common Stock Rights Agreement dated as of July 23, 1998 between
the Registrant and the Bank of New York, incorporated by reference
to Exhibit 4.1 to Registrant's Current Report on Form 8-K filed on
July 29, 1998.
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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
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GARY S. GILLHEENEY
Senior Vice President,
Chief Financial Officer
and Treasurer
Dated: July 29, 1998
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