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
Common Stock, $3.33 par value 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.
General
The Company's authorized capital stock consists of (i)
15,000,000 shares of Common Stock, $3.33 par value (the
"Common Stock"), of which 8,614,986 shares were outstanding
on August 14, 1997 and 210,619 shares were reserved for
issuance pursuant to the Company's Dividend Reinvestment and
Common Stock Purchase Plan and 401(k) Employee Savings Plan,
and (ii) two classes of preferred stock (the "Preferred
Stock"), consisting of 547,559 shares of Class A Preferred
Stock, $25.00 par value, 100,000 of which have been
designated as Series A-1 Junior Participating Preferred
Stock and reserved for issuance under the Company's
Shareholder Rights Plan described below (the "Shareholder
Rights Plan"), and 370,000 shares of Class B Preferred
Stock, $1.00 par value. There are presently no shares of
Preferred Stock outstanding. The Company is filing this
Form 8-A in connection with the registration of its Common
Stock on the New York Stock Exchange.
Common Stock
Each stockholder of record is entitled to one vote for
each outstanding share of Common Stock owned by him or her
on every matter properly submitted to the stockholders for
their vote. Subject to the preferences that may be
applicable to any then outstanding Preferred Stock, the
holders of Common Stock are entitled to receive ratably such
dividends as are declared by the Board of Directors out of
funds legally available therefor. In the event of a
liquidation, dissolution or winding up of the Company,
holders of Common Stock have the right to a ratable portion
of assets remaining after payment of liabilities and the
liquidation preference of any outstanding Preferred Stock.
Holders of Common Stock have neither preemptive rights nor
rights to convert their Common Stock into any other
securities. Holders of Common Stock are not subject to
future calls or assessments by the Company, and there are no
redemption or sinking fund provisions applicable to the
Common Stock. All outstanding shares of Common Stock are
fully paid and non-assessable.
Issuance of Preferred Stock.
The Board of Directors is authorized, without further
action by the stockholders, to issue shares of Preferred
Stock. Issuances of Preferred Stock, as with issuances of
any class of the Company's capital stock, require the
approval under Massachusetts law of the Massachusetts
Department of Public Utilities ("DPU"). Subject to such
approval, the Board may issue shares of Preferred Stock in
one or more series and is authorized to fix the powers,
preferences, rights and restrictions thereof, including
dividend rights, conversion rights, voting rights, terms of
redemption, liquidation preferences, sinking fund terms and
the number of shares constituting any series or the
designation of such series. Although this authority to
issue Preferred Stock may provide flexibility in connection
with possible corporate transactions, the issuance of
Preferred Stock could adversely affect the voting power of
holders of Common Stock and restrict their rights to receive
payments upon liquidation and could have the effect of
delaying, deferring or preventing a change in control of the
Company. The Company has no present plans to issue any
shares of Preferred Stock.
Anti-Takeover Provisions
The Company's corporate charter (Restated Articles of
Organization dated April 20, 1989, as amended to date) and
its By-laws, along with the Shareholders Rights Plan and the
General Laws of Massachusetts, each contain provisions that
could discourage potential takeover attempts and changes in
corporate structure and management. The Company's charter,
in addition to authorizing the Board to issue shares of
Preferred Stock, also classifies the Board of Directors into
three classes with staggered three-year terms. The
Company's charter also requires an 80% stockholder vote for
(i) the approval of certain business combinations not
approved by the Board of Directors, (ii) the removal of any
Director without cause, and (iii) the approval of certain
amendments to the charter. The Company's By-Laws provide
that nominations for Directors may not be made by
stockholders at any meeting unless the stockholder intending
to make a nomination notifies the Company of its intention a
specified period in advance and furnishes certain required
information. The Company's By-Laws also provide that
special meetings of the Company's stockholders may be called
only by the Chairman of the Board, the President, a Vice
President or by the Directors, and shall be called by the
Clerk, or by any other officer, upon written application of
one or more stockholders who hold at least 40% in interest
of the capital stock entitled to vote thereat.
The Shareholder Rights Plan may have certain anti-
takeover effects. The Company's Board of Directors adopted
the Shareholder Rights Plan in 1993. Under the Shareholder
Rights Plan, each outstanding share of the Company's Common
Stock additionally represents a right to purchase one-
hundredth of one share of Series A-1 Junior Participating
Preferred Stock (a "Right"). Under certain circumstances,
these Rights may trade separately from the Company's Common
Stock and accordingly, the Company is concurrently with the
filing of this Form 8-A filing a separate Form 8-A covering
the Rights. The terms of the Rights Plan provide that the
Rights will become exercisable, subject to required DPU
approval, upon the earlier of the tenth day after the public
announcement that any person or group has acquired 20% or
more of the Company's outstanding Common Stock or the tenth
business day after any person or group commences a tender or
exchange offer which would, if completed, result in the
offeror owning 20% or more of the Company's outstanding
Common Stock. The Rights may generally be redeemed by
action of the Board of Directors at $0.01 per Right at any
time prior to the tenth day following the public
announcement that any person or group has acquired 20% or
more of the outstanding Common Stock of the Company. The
Rights expire on December 1, 2003. In certain
circumstances, the Rights allow the Company's stockholders
to purchase the number of shares of the Company's Common
Stock having a market value at the time of the transaction
equal to twice the exercise price of the Rights; in certain
other circumstances, the stockholders would be able to
acquire that number of shares of the acquiror's common stock
having a market value, at the time of the transaction, equal
to twice the exercise price of the Rights. The description
and terms of the Rights are set forth in the Rights
Agreement dated as of December 1, 1993 between the Company
and BankBoston, N.A. (f/k/a The First National Bank of
Boston), which Agreement was as an exhibit to the Company's
Form 8-A filed on November 20, 1993 and is incorporated
herein by reference. The foregoing description of the
Rights is qualified in its entirety by reference to such
Rights Agreement and the exhibits thereto.
The Company is subject to the provisions of Chapter
110F of the Massachusetts Business Corporation Law, an anti-
takeover law (the "Business Combination Law"). In certain
circumstances, the Business Combination Law prevents
Massachusetts corporations subject to the law from engaging
in a "business combination" (which includes a merger or sale
of more than 10% of the corporation's assets) with any
"Interested Stockholder" (a stockholder who owns 5% or more
(or in some cases, 15% or more) of the corporation's
outstanding voting stock) for three years following the date
on which such stockholder became an "Interested
Stockholder", unless the transaction is approved by the
Board of Directors and the holders of at least 66 2/3% of
the outstanding voting stock of the corporation (excluding
shares held by the Interested Stockholder). The statutory
ban on these "business combinations" does not apply if (i)
prior to the date the person or entity became an Interested
Stockholder, the Board of Directors approved the business
combination or the transaction by which the person or entity
became an Interested Stockholder, or (ii) upon consummation
of the transaction in which the person or entity becomes an
Interested Stockholder, the person or entity owns at least
90% of the outstanding voting stock of the corporation
(excluding shares held by persons who are both Directors and
officers or by certain employee stock plans).
The foregoing provisions of the Company's charter, By-
laws, Shareholder Rights Plan and Massachusetts law could
have the effect of discouraging third party tender offers or
other attempts to obtain control of the Company without the
party first negotiating with the Company's Board of
Directors, which can then take into account the interests of
the Company and its stockholders in evaluating the party's
proposal.
Transfer Agent and Registrar
The transfer agent and registrar for the Common Stock
is BankBoston, N.A.
Item 2. Exhibits.
1. 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
