SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
COLONIAL GAS COMPANY
(Exact name of registrant as specified in its charter)
Massachusetts 04-1558100
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
40 Market Street, Lowell, Massachusetts 01852
(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
to be so registered which each class is to be
registered
Junior Participating Preferred
Stock Purchase Rights New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Item 1. Description of Registrant's Securities to be
Registered.
On November 9, 1993, the Board of Directors of Colonial Gas
Company (the "Company") declared a dividend distribution of one
share purchase right (a "Right") for each outstanding share of
Common Stock, par value $3.33 per share (the "Common Stock"), of
the Company to stockholders of record at the close of business on
December 1, 1993. Each Right entitles the record holder to
purchase from the Company one onehundredth of a share (a "Unit")
of the Company's Series A-1 Junior Participating Preferred Stock,
par value $25.00 per share (the "Preferred Shares"), at a price
of $60.00 per Unit (the "Purchase Price"), subject to adjustment.
The description and terms of the Rights are set forth in a Rights
Agreement (the "Rights Agreement") between the Company and The
First National Bank of Boston (the "Rights Agent") dated as of
December 1, 1993. The Rights Agent has since changed its name to
BankBoston, N.A. The Rights will expire on December 1, 2003 (the
"Final Expiration Date"), unless earlier redeemed by the Company
as described below.
Initially, the Rights will be evidenced by the Common Stock
certificates representing shares then outstanding and the Company
will distribute no separate Rights Certificates. The Rights,
however, will become exercisable, and transferable apart from the
shares of Common Stock, on the date (the "Distribution Date"),
which will be the earliest of (i) the date ten days after the
date of a public announcement (the "Stock Acquisition Date") that
a person or group has acquired beneficial ownership of 20% or
more of the outstanding shares of Common Stock (an "Acquiring
Person"), or (ii) the close of business on the tenth business day
after commencement of a tender or exchange offer which, upon its
consummation, would result in a person or group beneficially
owning 20% or more of the outstanding shares of Common Stock.
The Distribution Date shall not occur, however, until the Rights
Agent shall have received either (i) an order of the
Massachusetts Department of Public Utilities (the "DPU")
approving the issuance of the Preferred Shares or other
securities as provided in the Rights Agreement, accompanied by an
opinion of counsel for the Company that such order is valid and
final and in full force and effect, or (ii) the opinion of
counsel for the Company that no approval of the DPU is required
for the issuance of the Preferred Shares or other securities as
provided in the Rights Agreement.
Until the Distribution Date, (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 December 1, 1993
will contain a notation incorporating the Rights Agreement by
reference and (iii) the surrender for transfer of any
certificates for Common Stock outstanding 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. As soon as practicable after the
Distribution Date, the Rights Agent will send to the record
holders of the Common Stock on the Distribution Date one or more
Rights Certificates, which will thereafter evidence the Rights.
In the event that, after the Distribution Date, any person
or group becomes the beneficial owner of 20% or more of the
outstanding Common Stock, then each holder of a Right other than
an Acquiring Person will thereafter have the right to receive,
upon exercise, Common Stock (or, in certain circumstances, cash,
property or other securities of the Company) having a value equal
to two times the Purchase Price of the Right. The Rights,
however, will not be so exercisable until after they are no
longer redeemable. The provisions providing for the purchase of
Common Stock under these circumstances are referred to in the
Rights Agreement as "Flip-in Provisions." However, as further
detailed in the Rights Agreement, holders of Rights shall have no
right to purchase shares of Common Stock on terms described in
the Flip-in Provisions when an Acquiring Person has acquired
shares of Common Stock (i) pursuant to a tender offer or exchange
offer for all outstanding shares of Common Stock at a price and
on terms determined, by at least a majority of the Company's
"Continuing Directors" (as defined in the Rights Agreement) who
are not officers of the Company and are not affiliated with the
Acquiring Person, after receiving advice from at least one
investment banking firm, to be fair to stockholders and in the
interest of stockholders and the Company, or (ii) pursuant to a
tender offer by an Acquiring Person that is made in the manner
prescribed by Section 14(d) of the Securities Exchange Act of
1934, as amended, provided that (A) such tender offer shall
provide for the acquisition of all Common Stock outstanding for
cash, and (B) such tender offer, when consummated, shall cause
the Acquiring Person to beneficially own 80% or more of the
Common Stock then outstanding.
In addition, if, after the Stock Acquisition Date, the
Company is acquired in certain specified mergers or other
business combination transactions or if 50% or more of the assets
or earning power of the Company and its subsidiaries are sold,
each holder of a Right (except Rights held by an Acquiring Person
which previously have been voided) shall thereafter have the
right to receive, upon exercise, shares of the common stock of
the acquiring company (the "Acquiring Company") having a value
equal to two times the Purchase Price of the Right. These
provisions providing for the purchase of stock of the Acquiring
Company are referred to in the Rights Agreement as "Flip-over
Provisions." However, as further detailed in the Rights
Agreement, holders of Rights shall have no right to purchase
shares of the common stock of an Acquiring Company on terms
described in the Flip-over Provisions if (i) the Acquiring
Company has acquired shares of Common Stock pursuant to a tender
offer or exchange offer for all outstanding shares of Common
Stock at a price and on terms determined, by at least a majority
of the Company's "Continuing Directors" (as defined in the Rights
Agreement) who are not officers of the Company and are not
affiliated with the Acquiring Company, after receiving advice
from at least one investment banking firm, to be fair to
stockholders and in the interest of stockholders and the Company,
(ii) the price per share of Common Stock offered in such
transaction is not less than the price per share of Common Stock
paid to all holders of shares of Common Stock whose shares were
purchased pursuant to such tender offer or exchange offer, and
(iii) the form of consideration being offered to the remaining
holders of shares of Common Stock pursuant to such transaction is
the same as the form of consideration paid pursuant to such
tender offer or exchange offer.
The events referred to in the Flip-in Provisions and the
Flip-over Provisions are referred to in the Rights Agreement
collectively as "Triggering Events."
For example, at a Purchase Price of $60.00, each Right not
owned by an Acquiring Person following a Triggering Event would
entitle the holder of the Right to purchase $120 worth of Common
Stock under the Flip-in Provisions, or $120 worth of stock of the
Acquiring Company under the Flip-over Provisions, for $60.
The Board may redeem all but not less than all the Rights at
$0.01 per Right (the "Redemption Price") at any time prior to the
earliest of (i) the expiration of ten days after the Stock
Acquisition Date and (ii) the Final Expiration Date. Upon
redemption by the Board, the Right will terminate and the only
right of the holders of the Rights will be to receive the
Redemption Price.
No supplement or amendment to the Rights Agreement may be
made to change the Redemption Price, the Final Expiration Date,
the Purchase Price or the number of shares of Common Stock for
which a Right is exercisable. Prior to the Distribution Date,
however, the Company may amend or supplement any other terms of
the Rights Agreement. After the Distribution Date, the Company
may amend or supplement any terms of the Rights Agreement, other
than those specified in the first sentence of this paragraph,
except that the Company may not amend the Rights Agreement to
lengthen (i) a time period relating to when the Rights may be
redeemed at such time as the Rights are not then redeemable or
(ii) any other time period unless such lengthening is for the
purpose of protecting, enhancing or clarifying the rights or
benefits of the holders of the Rights.
The Purchase Price payable, the number of Preferred Shares
or other securities or property issuable upon exercise of the
Rights and the number of Rights outstanding are subject to
adjustment from time to time by the Company to prevent dilution
(i) in the event of a stock dividend on, or a subdivision,
combination or reclassification of the Preferred Shares, (ii)
upon the grant to holders of the Preferred Shares of certain
rights or warrants to subscribe for or purchase Preferred Shares
at a price, or securities convertible into Preferred Shares with
a conversion price, less than the then current market price of
the Preferred Shares, or (iii) upon the distribution to holders
of the Preferred Shares of evidences of indebtedness or assets or
of subscription rights or warrants (other than those referred to
above).
The number of outstanding Rights and the number of one
onehundredths of a Preferred Share issuable upon exercise of each
Right are also subject to adjustment in the event of a stock
split of the Common Stock or a stock dividend on shares of Common
Stock payable in shares of Common Stock, or consolidations or
combinations of the shares of Common Stock 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 amount to at least
l% of the Purchase Price.
As of August 14, 1997, there were 8,614,986 shares of Common
Stock issued and outstanding and 210,619 shares of Common Stock
reserved for issuance pursuant to the Company's Dividend
Reinvestment and Common Stock Purchase Plan and 401(k) Employee
Savings Plan. If the Company should issue or sell shares of
Common Stock pursuant to such plans prior to the redemption of
the rights or the Final Expiration Date, the Company shall, if
applicable, issue the appropriate number of new Rights
Certificates (subject to specified limitations described in the
Agreement). If the Company should otherwise issue or sell
additional shares of Common Stock, the Company may, if
applicable, issue the appropriate number of Rights Certificates.
The holders of the Rights will, solely by reason of their
ownership of the Rights, have no rights as shareholders of the
Company, including, without limitation, the right to vote or to
receive dividends or distributions, any preemptive rights, or the
right to participate in or receive any notice of proceedings of
the Company.
While the Rights will not prevent a takeover of the Company,
the Rights may have certain anti-takeover effects. The Rights
have no immediate dilutive effect but can cause substantial
dilution to a person or group that attempts to acquire the
Company, but should not effect an offeror that is prepared to
negotiate with the Company's Board of Directors and tenders an
offer at a fair price or otherwise in the interest of the Company
and its stockholders as determined by a majority of the
Continuing Directors who are not officers of the Company or
affiliates of the offeror. Neither should the Rights prevent a
merger or other business combination approved by the Board of
Directors since the Board of Directors may redeem the Rights
prior to the consummation of such transaction.
The Rights Agreement is further described below in "Item 2.
Exhibits" and is incorporated herein by reference. The foregoing
description of the Rights is qualified in its entirety by
reference to the Rights Agreement and the exhibits thereto.
Item 2. Exhibits.
1. Form of Rights Agreement dated as of December 1,
1993, between Colonial Gas Company and BankBoston, N.A.
(f/k/a The First National Bank of Boston), as Rights
Agent, together with the following exhibits thereto:
(i) Form of Vote Establishing the Series A-1 Junior
Participating Preferred Stock, (ii) Form of Rights
Certificate, and (iii) Summary of Rights to Purchase
Preferred Shares. Pursuant to the Rights Agreement,
Rights Certificates will not be mailed until after the
Distribution Date (as that term is defined in the
Rights Agreement). Filed as Exhibit 1 to the Company's
Registration Statement on Form 8-A filed on November
22, 1993 (File No. 0-10007) and incorporated herein by
reference.
2. All exhibits required by Instruction II to Item 2
of Form 8-A have been supplied to the New York Stock
Exchange.
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, thereto duly authorized.
COLONIAL GAS COMPANY
Dated: September 11, 1997 By:s/Nickolas Stavropoulos
Executive Vice President-
Finance, Marketing and
Chief Financial Officer
EXHIBIT INDEX
Exhibit Number Description
1. Form of Rights Agreement dated as of
December 1, 1993, between Colonial Gas
Company and BankBoston, N.A. (f/k/a The First
National Bank of Boston), as Rights Agent,
together with the following exhibits thereto:
(i) Form of Vote Establishing the Series A-1
Junior Participating Preferred Stock, (ii)
Form of Rights Certificate, and (iii) Summary
of Rights to Purchase Preferred Shares.
Pursuant to the Rights Agreement, Rights
Certificates will not be mailed until after
the Distribution Date (as that term is
defined in the Rights Agreement). Filed as
Exhibit 1 to the Company's Registration
Statement on Form 8-A filed on November 22,
1993 (File No. 0-10007) and incorporated
herein by reference.
