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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
EMONS TRANSPORTATION GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 23-2441662
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
96 South George Street, York, PA 17401-1436
(Address of principal executive offices)(Zip Code)
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check the
following box.[ ]
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box.[ ]
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.[ ]
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.[X]
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:
None
(Title of Class)
Securities to be registered pursuant to Section 12(g) 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 The Nasdaq/SmallCap Market
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ITEM 1. DESCRIPTION OF REGISTRANT'S
SECURITIES TO BE REGISTERED
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On April 23, 1999, the Board of Directors of Emons Transportation
Group, Inc. (the "Company") declared a dividend distribution of one Right for
each outstanding share of common stock, par value $.01 per share (the "Common
Shares"), of the Company to stockholders of record on May 10, 1999 (the "Record
Date"). Each Right entitles the registered holder to purchase from the Company
one Common Share at a price of $10.00 per share (the "Purchase Price"), subject
to adjustment. The Purchase Price shall be paid in cash. The description and
terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement")
between the Company and American Stock Transfer & Trust Company, as Rights
Agent.
Initially, the Rights will be attached to all Common Share
certificates representing Common Shares then outstanding, and no separate Right
certificates will be distributed. Until the earlier to occur of (i) 10 business
days following a public announcement that a person or group of affiliated or
associated persons has acquired, or obtained the right to acquire, beneficial
ownership of 15% or more of the outstanding Common Shares (an "Acquiring
Person"), or (ii) 10 business days (or such later day as may be determined by
action of the Board of Directors prior to such time as any person or group
becomes an Acquiring Person) following the commencement of a tender offer or
exchange offer if, upon consummation thereof, any person or group would be an
Acquiring Person (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
together with a copy of this Summary of Rights. The date of announcement of the
existence of an Acquiring Person referred to in clause (i) above is hereinafter
referred to as the "Share Acquisition Date."
The Rights Agreement provides that, until the Distribution Date, the
Rights will be transferred with and only with the Common Share certificates.
Until the Distribution Date (or earlier redemption, exchange or expiration of
the Rights), new Common Share Certificates issued after the Record Date upon
transfer or new issuance of the Common Shares will contain a notation
incorporating the Rights Agreement by reference. Until the Distribution Date (or
earlier redemption, exchange or expiration of the Rights), the surrender for
transfer of any certificates for Common Shares outstanding as of the Record
Date, with or without a copy of this Summary of Rights attached thereto, 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 on the
Distribution Date and, thereafter, such separate Right Certificates alone will
evidence the Rights.
The Rights are not exercisable until the Distribution Date and will
expire at the close of business on May 10, 2009, unless earlier redeemed or
exchanged by the Company as described below.
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In the event that any person or group of affiliated or associated
persons becomes an Acquiring Person, the Rights Agreement provides that proper
provision shall be made so that each holder of a Right, except as provided
below, shall thereafter have the right to receive, upon exercise, Common Shares
(or, in certain circumstances, Common Stock Equivalents (as such term is defined
in the Rights Agreement which may, at the option of the Company's Board of
Directors, be shares or fractional shares of the Company's preferred stock, par
value $.01 per share)) having a value equal to two (2) times the exercise price
of the Right. Upon the occurrence of the event described in the preceding
sentence, any Rights beneficially owned by (i) an Acquiring Person or an
Associate or Affiliate (as such terms are defined in the Rights Agreement) of an
Acquiring Person, (ii) a transferee of an Acquiring Person (or of any such
Associate or Affiliate) who becomes a transferee after the Acquiring Person
becomes such, or (iii) a transferee of an Acquiring Person (or of any such
Associate or Affiliate) who becomes a transferee prior to or concurrently with
the Acquiring Person becoming such and receives such Rights pursuant to either
(A) a transfer (whether or not for consideration) from the Acquiring Person to
holders of equity interests in such Acquiring Person or to any person with whom
the Acquiring Person has any continuing agreement, arrangement or understanding
regarding the transferred Rights or (B) a transfer which the Board of Directors
of the Company has determined is part of a plan, arrangement or understanding
which has as a primary purpose of effect the avoidance of the Rights Agreement,
shall become null and void without any further action and no holder of such
Rights shall have any rights whatsoever with respect to such Rights, whether
under any provision of the Rights Agreement or otherwise.
At any time after the occurrence of the event described in the first
sentence of the preceding paragraph, the Board of Directors of the Company may
exchange the Rights (except Rights which previously have been voided as
described above), in whole, but not in part, at an exchange ratio of one Common
Share (or, in certain circumstances, one Common Stock Equivalent) per Right.
In the event that following the earlier of the Distribution Date and
the Share Acquisition Date, (i) the Company engages in a merger or other
business combination transaction in which the Company is not the surviving
corporation, (ii) the Company engages in a merger or other business combination
transaction with another person in which the Company is the surviving
corporation, but in which its Common Shares are changed or exchanged, or (iii)
more than 50% of the Company's assets or earning power is sold or transferred,
the Rights Agreement provides that proper provision shall be made so that 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, common stock of the
acquiring company having a value equal to two (2) times the exercise price of
the Right.
The Purchase Price payable, and the number of Common Shares or other
securities 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 all holders of the Common Shares of certain rights, options or
warrants to subscribe for Common Shares or convertible
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securities at less than the current market price of the Common Shares, or (iii)
upon the distribution to holders of the Common Shares of evidences of
indebtedness, stock (other than a dividend payable in Common Shares), assets or
cash (excluding regular quarterly cash dividends) or of subscription rights,
options 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, considerations or combinations of the
Common Shares occurring, in any such case, prior to the Distribution Date.
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 upon the
exercise of any Right or Rights. In lieu of fractions of a share, a cash
payment will be made as provided in the Rights Agreement.
At any time prior to such time as any Person becomes 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, subject to adjustment (the
"Redemption Price"). Immediately upon the action of the Board of Directors of
the Company ordering redemption of the Rights (or at such later time as the
Board of Directors may establish for the effectiveness of such redemption), the
Rights will terminate and the only right of the holders of Rights will be to
receive the Redemption Price.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends.
The terms of the Rights may be amended by the Company and the Rights
Agent, provided that following the Distribution Date the amendment does not
materially adversely affect the interests of holders of Rights (other than an
Acquiring Person) and provided that no amendment shall be made which decreases
the Redemption Price.
Shareholders of record on May 10, 1999 will receive one Right for each
Common Share held. As long as the Rights are attached to the Common Shares, the
Company will issue one Right with each new Common Share.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
on terms not approved by its Board of Directors, except pursuant to an offer
conditioned on a substantial number of Rights being acquired. The Rights should
not interfere with any merger or other
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business combination approved by the Board of Directors at a time when the
Rights are redeemable.
The Rights Agreement, specifying the terms of the Rights (which
includes as Exhibit A the form of Rights Certificate), is attached hereto as an
exhibit and is incorporated herein by reference. The foregoing description of
the Rights is qualified in its entirety by reference to such exhibit.
ITEM 2 EXHIBITS
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1. Rights Agreement, dated as of April 23, 1999 between Emons
Transportation Group, Inc. and American Stock Transfer & Trust Company, as
Rights Agent, which includes the form of Rights Certificate as Exhibit A--filed
as Exhibit 1 to the Company's Current Report on Form 8-K dated April 29, 1999.
Pursuant to the Rights Agreement, printed Rights Certificates will not be mailed
until as soon as practicable after the Distribution Date.
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SIGNATURE
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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 thereto duly authorized.
Dated: April 29, 1999
EMONS TRANSPORTATION GROUP, INC.
By: /s/ Scott F. Ziegler
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Scott F. Ziegler
Senior Vice President and
Chief Financial Officer,
Controller and Secretary
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INDEX TO EXHIBITS
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Exhibit Description
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1. Rights Agreement, dated as of April 23, 1999 between
Emons Transportation Group, Inc. and American Stock
Transfer & Trust Company, as Rights Agent, which
includes the form of Rights Certificate as
Exhibit A--filed as Exhibit 1 to the Company's Current
Report on Form 8-K dated April 29, 1999.
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