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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 1
Aquarion Company
_____________________________________________
(Exact name of registrant as specified in its charter)
Delaware 06-0852232
______________________________________________________________________________
(State of incorporation or organization) (IRS Employer
Identification No.)
835 Main Street
Bridgeport, Connecticut 06601
______________________________________________________________________________
(Address of principal executive offices) (Zip Code)
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), check the following box. [x]
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), check the following 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 Share Purchase Rights New York Stock Exchange
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.
On May 31, 1999 Aquarion Company (the "Company"), Yorkshire Water plc, a
public limited company incorporated under the laws of England and Wales
("Parent"), and Waterman Acquisition Corp., a Delaware corporation ("Merger
Sub"), entered into an Agreement and Plan of Merger (the "Merger Agreement").
In connection with the Merger Agreement, the Company executed the First
Amendment (the "Rights Amendment") to the Rights Agreement, dated as of June 25,
1996 (as the same may be amended from time to time, the "Rights Agreement"),
between the Company and ChaseMellon Shareholder Services, L.L.C., as Rights
Agent (the "Rights Agent"). The Rights Amendment provides that neither Parent,
Merger Sub nor any of their Affiliates or Associates shall be deemed an
"Acquiring Person" and that neither a "Stock Acquisition Date" nor a
"Distribution Date" (as such terms are defined in the Rights Agreement) shall be
deemed to have occurred solely by reason of the execution or delivery of the
Merger Agreement or the consummation of the Merger (as such term is defined in
the Merger Agreement) or any other transaction contemplated by the Merger
Agreement.
A summary of the Rights (as hereinafter defined) as amended follows:
Summary of Rights
On June 25, 1996 the Board of Directors of Aquarion Company (the "Company")
declared a dividend of one preferred share purchase right (a "Right") for each
outstanding share of common stock, no par value ($1 per share stated value), of
the Company (the "Common Stock"). The dividend was payable on July 12, 1996 (the
"Record Date") to the stockholders of record on that date. Upon the earlier of
(i) the expiration of rights (the "Existing Rights") issued pursuant to the
Rights Agreement dated as of November 18, 1986 between the Company and The Chase
Manhattan Bank N.A., Rights Agent (the "Prior Rights Agreement") or (ii) the
redemption of the Existing Rights as provided in the Prior Rights Agreement (the
earlier of such dates referred to as the "Effective Date"), each Right entitles
the registered holder to purchase from the Company one one-hundredth of a share
of Series B Junior Participating Preferred Stock, without par value (the
"Preferred Stock") of the Company at a price of $120 per one one-hundredth of a
share of Preferred Stock (the "Purchase Price"), subject to adjustment. The
description and terms of the Rights are set forth in the Rights Agreement.
Until the earlier to occur of (i) 10 days following a public announcement
that a person or group of affiliated or associated persons (with certain
exceptions, an "Acquiring Person") have acquired beneficial ownership of 15% or
more of the outstanding shares of Common Stock or (ii) 10 business days (or such
later date as may be determined by action of the Board of Directors prior to
such time as any person or group of affiliated persons becomes an Acquiring
Person) following the commencement of, or announcement of an intention to make,
a tender offer or exchange offer the consummation of which would result in the
beneficial ownership by a person
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or group of 15% or more of the outstanding shares of Common Stock (the earlier
of such dates being called the "Distribution Date"), the Rights will be
evidenced, with respect to any of the Common Stock certificates outstanding as
of the Record Date, by such Common Stock certificate together with a copy of
this Summary of Rights.
Notwithstanding the foregoing, neither Parent, Merger Sub nor any of their
Affiliates or Associates shall be deemed an "Acquiring Person" and neither a
"Stock Acquisition Date" nor a "Distribution Date" shall be deemed to have
occurred solely by reason or as a result of the execution or delivery of the
Merger Agreement or the consummation of the Merger or any other transaction
contemplated by the Merger Agreement.
The Rights Agreement provides that, until the Distribution Date (or earlier
redemption or expiration of the Rights), the Rights will be transferred with and
only with the Common Stock. Until the Distribution Date (or earlier redemption
or expiration of the Rights), new Common Stock certificates issued after the
Record Date upon transfer or new issuances of Common Stock will contain a
notation incorporating the Rights Agreement by reference. Until the
Distribution Date (or earlier redemption or expiration of the Rights), the
surrender for transfer of any certificates for shares of Common Stock
outstanding as of the Record Date, even without such notation or a copy of this
Summary of Rights, will also constitute the transfer of the Rights associated
with the shares of Common Stock 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 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 the tenth anniversary of the Effective Date (the "Final Expiration
Date"), unless the Final Expiration Date is advanced or extended or unless the
Rights are earlier redeemed or exchanged by the Company, in each case as
described below.
The Purchase Price payable, and the number of shares of Preferred 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 Preferred
Stock, (ii) upon the grant to holders of the Preferred Stock of certain rights
or warrants to subscribe for or purchase Preferred Stock at a price, or
securities convertible into Preferred Stock with a conversion price, less than
the then-current market price of the Preferred Stock or (iii) upon the
distribution to holders of the Preferred Stock of evidences of indebtedness or
assets (excluding regular periodic cash dividends or dividends payable in
Preferred Stock) or of subscription rights or warrants (other than those
referred to above).
The number of outstanding Rights are also subject to adjustment in the
event of a stock split of the Common Stock or a stock dividend on the Common
Stock payable in shares of Common Stock or subdivisions, consolidations or
combinations of the Common Stock occurring, in any such case, prior to the
Distribution Date.
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Shares of Preferred Stock purchasable upon exercise of the Rights will not
be redeemable. Each share of Preferred Stock will be entitled, when, as and if
declared, to a minimum preferential quarterly dividend payment of $1 per share
but will be entitled to an aggregate dividend of 100 times the dividend declared
per share of Common Stock. In the event of liquidation, dissolution or winding
up of the Company, the holders of the Preferred Stock will be entitled to a
minimum preferential liquidation payment of $100 per share (plus any accrued but
unpaid dividends) but will be entitled to an aggregate payment of 100 times the
payment made per share of Common Stock. Each share of Preferred Stock will have
100 votes, voting together with the Common Stock. Finally, in the event of any
merger, consolidation or other transaction in which shares of Common Stock are
converted or exchanged, each share of Preferred Stock will be entitled to
receive 100 times the amount received per share of Common Stock. These rights
are protected by customary antidilution provisions.
Because of the nature of the Preferred Stock's dividend, liquidation and
voting rights, the value of the one one-hundredth interest in a share of
Preferred Stock purchasable upon exercise of each Right should approximate the
value of one share of Common Stock.
In the event that any person or group of affiliated or associated persons
becomes an Acquiring Person, each holder of a Right, other than Rights
beneficially owned by the Acquiring Person (which will thereupon become void),
will thereafter have the right to receive upon exercise of a Right at the then
current exercise price of the Right, that number of shares of Common Stock
having a market value of two times the exercise price of the Right.
In the event that, after a person or group has become an Acquiring Person,
the Company is acquired in a merger or other business combination transaction or
50% or more of its consolidated assets or earning power are sold, proper
provision will be made so that each holder of a Right (other than Rights
beneficially owned by an Acquiring Person which will have become void) will
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 person with whom the Company has engaged in the foregoing transaction (or
its parent), which number of shares at the time of such transaction will have a
market value of two times the exercise price of the Right.
At any time after any person or group becomes an Acquiring Person and prior
to the acquisition by such person or group of 50% or more of the outstanding
shares of Common Stock or the occurrence of an event described in the prior
paragraph, the Board of Directors of the Company may exchange the Rights (other
than Rights owned by such person or group which will have become void), in whole
or in part, at an exchange ratio of one share of Common Stock, or one one-
hundredth of a share of Preferred Stock (or of a share of a class or series of
the Company's preferred stock having equivalent rights, preferences and
privileges), per Right (subject to adjustment).
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 Preferred Stock will be issued
(other than fractions which are integral multiples of one one-hundredth of a
share of Preferred Stock, which may, at the election of the
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5
Company, be evidenced by depositary receipts) and in lieu thereof, an adjustment
in cash will be made based on the market price of the Preferred Stock on the
last trading day prior to the date of exercise.
At any time prior to the time an Acquiring Person becomes such, the Board
of Directors of the Company may redeem the Rights in whole, but not in part, at
a price of $.01 per Right (the "Redemption Price"). The redemption of the
Rights may be made effective at such time, on such basis and with such
conditions as the Board of Directors in its sole discretion may establish.
Immediately upon any redemption of the Rights, the right to exercise the Rights
will terminate and the only right of the holders of Rights will be to receive
the Redemption Price.
For so long as the Rights are then redeemable, the Company may, except with
respect to the redemption price, amend the Rights in any manner. After the
Rights are no longer redeemable, the Company may, except with respect to the
redemption price, amend the Rights in any manner that does not adversely affect
the interests of holders of the Rights.
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.
Item 2. Exhibits
_______
1. Rights Agreement, dated as of June 25, 1996, between the Company and
ChaseMellon Shareholder Services, L.L.C. which includes the
Certificate of Designations for the Series B Junior Participating
Preferred Stock as Exhibit A, the form of Right Certificate as Exhibit
B and the Summary of Rights to Purchase Preferred Shares as Exhibit C.
Pursuant to the Rights Agreement, printed Right Certificates will not
be mailed until as soon as practicable after the earlier of the tenth
day after public announcement that a person or group has acquired
beneficial ownership of 15% or more of the shares of Common Stock or
the tenth business day after a person commences, or announces its
intention to commence, a tender offer or exchange offer the
consummation of which would result in the beneficial ownership by a
person or group of 15% or more of the shares of Common Stock
(incorporated by reference to Exhibit 1 to the Company's Registration
Statement on Form 8-A filed on June 26, 1996).
2. Press Release dated June 25, 1996 (incorporated by reference to
Exhibit 2 to the Company's Registration Statement on Form 8-A filed on
June 26, 1996).
3. First Amendment to Rights Agreement, dated as of May 31, 1999, between
the Company and ChaseMellon Shareholder Services, L.L.C., as Rights
Agent.*
_____________________
*Filed herewith
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, as amended, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned thereto duly authorized.
AQUARION COMPANY
Dated: June 16, 1999 By: /s/ Janet M. Hansen
----------------------------
Name: Janet M. Hansen
Title: Executive Vice President,
Chief Financial Officer and Treasurer
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EXHIBIT INDEX
1. Rights Agreement, dated as of June 25, 1996, between the Company and
ChaseMellon Shareholder Services, L.L.C. which includes the Certificate
of Designations for the Series B Junior Participating Preferred Stock as
Exhibit A, the form of Right Certificate as Exhibit B and the Summary of
Rights to Purchase Preferred Shares as Exhibit C. Pursuant to the Rights
Agreement, printed Right Certificates will not be mailed until as soon
as practicable after the earlier of the tenth day after public
announcement that a person or group has acquired beneficial ownership of
15% or more of the shares of Common Stock or the tenth business day
after a person commences, or announces its intention to commence, a
tender offer or exchange offer the consummation of which would result in
the beneficial ownership by a person or group of 15% or more of the
shares of Common Stock (incorporated by reference to Exhibit 1 to the
Company's Registration Statement on Form 8-A filed on June 26, 1996).
2. Press Release dated June 25, 1996 (incorporated by reference to Exhibit
2 to the Company's Registration Statement on Form 8-A filed on June 26,
1996).
3. First Amendment to Rights Agreement, dated as of May 31, 1999, between
the Company and ChaseMellon Shareholder Services, L.L.C., as Rights
Agent.*
_____________________
*Filed herewith
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Exhibit 3
FIRST AMENDMENT
to
RIGHTS AGREEMENT
FIRST AMENDMENT dated as of May 31, 1999 ("this Amendment") between
Aquarion Company, a Delaware corporation (the "Company"), and ChaseMellon
Shareholder Services, L.L.C., as Rights Agent.
WHEREAS, the above-mentioned parties have previously entered into that
certain Rights Agreement dated as of June 25, 1996 (the "Rights Agreement")
governing certain preferred stock purchase rights (the "Rights") of the
Company's stockholders;
WHEREAS, the Company is entering into an Agreement and Plan of Merger
dated as of May 31, 1999 (the "Merger Agreement"), by and among the Company,
Yorkshire Water plc, a public limited company incorporated under the laws of
England and Wales ("Parent"), and Waterman Acquisition Corp., a Delaware
corporation and an indirect wholly-owned subsidiary of Parent ("Merger Sub"),
pursuant to which Merger Sub will be merged with and into the Company and the
Company shall become a wholly-owned subsidiary of Parent (the "Merger");
WHEREAS, the Board of Directors deems it desirable and in the best
interests of its stockholders that the transactions contemplated by the Merger
Agreement be consummated;
WHEREAS, the Merger Agreement provides that prior to the execution of
the Merger Agreement, the Board of Directors of the Company shall have approved
an amendment to the Rights Agreement to the effect that neither the execution of
the Merger Agreement nor the consummation of the Merger will (i) cause the
Rights to become exercisable, (ii) cause the Parent, Merger Sub and their
affiliates to become an Acquiring Person (as such term is defined in the Rights
Plan) and (iii) will not give rise to a Stock Acquisition Date or a Distribution
Date (as each such term is defined in the Rights Plan);
WHEREAS, the Rights are redeemable; and
WHEREAS, such parties wish to amend the Rights Agreement in the manner
set forth below.
NOW, THEREFORE, the parties hereto agree as follows:
1. All capitalized terms used herein, unless otherwise defined
herein, shall have the meanings given them in the Rights Agreement, and each
reference in the Rights Agreement to "this Agreement," "hereof," "herein,"
"hereunder" or "hereby" and each other similar reference shall be deemed to
refer to the Rights Agreement as amended hereby. All references to the Rights
Agreement in any other agreement between or among any of the parties hereto
relating to the transactions contemplated by the Rights Agreement shall be
deemed to refer to the Rights Agreement as amended hereby.
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2. The definition of "Acquiring Person" in Section 1 of the Rights
Agreement is hereby amended by adding the following provision to the end of the
clause immediately preceding the first "provided, however" in paragraph (a) of
Section 1:
"and shall not include Parent, Merger Sub or any of their Affiliates or
Associates which otherwise would become an Acquiring Person solely by
reason or as a result of the execution or delivery of the Merger Agreement
or the consummation of the Merger or any other transaction contemplated by
the Merger Agreement"
3. The definition of "Stock Acquisition Date" in Section 1 of the
Rights Agreement is hereby amended by adding the following provision to the end
of paragraph (r) of Section 1:
"and shall not occur as a result of the execution or delivery of the Merger
Agreement or the consummation of the Merger or any other transaction
contemplated by the Merger Agreement"
4. The definition of "Distribution Date" in Section 3 of the Rights
Agreement is hereby amended by adding the following provision to the end of the
first sentence of paragraph (a) of Section 3:
"; but the Distribution Date shall not occur as a result of the execution
or delivery of the Merger Agreement or the consummation of the Merger or
any other transaction contemplated by the Merger Agreement."
5. The following definitions are hereby added to Section 1 of the
Rights Agreement in the appropriate alphabetical order:
""Merger" means the merger of Merger Sub with and into the Company
upon the terms and conditions set forth in the Merger Agreement."
""Merger Agreement" means the Agreement and Plan of Merger, dated as
of May 31, 1999, among the Company, Merger Sub and Parent."
""Parent" means Yorkshire Water plc, a public limited company
incorporated under the laws of England and Wales."
""Merger Sub" means Waterman Acquisition Corp., a Delaware corporation
and an indirect wholly owned subsidiary of Parent."
6. This Amendment shall be deemed to be a contact made under the law
of the State of Delaware and for all purposes shall be governed and construed in
accordance with the law of such State applicable to contracts to be made and
performed entirely within such State.
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7. This Amendment may be executed in any number of counterparts and
each of such counterparts shall for all purposes be deemed to be an original,
and all such counterparts shall together constitute but one and the same
instrument.
8. Except as expressly amended hereby, the Rights Agreement shall
remain in full force and effect.
9. The recitals are and shall be deemed to have been made by the
Company only.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.
Attest: AQUARION COMPANY
/s/ Larry L. Bingaman By: /s/ Richard K. Schmidt
- ------------------------ -----------------------------
Name: Richard K. Schmidt
Title: President/CEO
Attest: CHASE MELLON SHAREHOLDER
SERVICES, L.L.C.
/s/ Jackie Wadsworth By: /s/ Joan B. Hayes
- ------------------------ -------------------------
Name: Jackie Wadsworth Name: Joan B. Hayes
Title: Vice President Title: Assistant Vice President
