UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________________
FORM 8-A/A
(Amendment No. 1)
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
THE MONTANA POWER COMPANY
(Exact name of registrant as specified in its charter)
Montana 1-4566 81-0170530
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
40 East Broadway, Butte, Montana 59701
(Address of principal executive offices) (zip code)
If this form relates to the If this form relates to the
registration of a class of registration of a class
securities pursuant to securities pursuant to
Section 12(b) of the Section 12(g) of the
Exchange Act and is effective Exchange Act and is effective
pursuant to General pursuant to General
Instruction A(c), Instruction A(d), please
please check the following check the following box. _____
box. __X__
Securities to be registered pursuant to Section 12(b) of the Act:
PREFERRED SHARE PURCHASE RIGHTS
(Title of Class)
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
The undersigned registrant hereby amends Item 1 of its Registration on Form
8-A, filed on June 6, 1989 (the "Form 8-A"), by adding the information set
forth below. The registrant also amends Item 2 of the Form 8-A by adding the
amendment to the Rights Agreement as Exhibit 4.
Item 1. Description of Registrant's Securities to be Registered.
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First Amendment to the Rights Agreement
On March 12, 1999, The Montana Power Company, a Montana corporation
(the Company), announced that it had amended that certain Rights Agreement
dated as of June 6, 1989, between the Company and First Chicago Trust Company
of New York (the "Rights Agreement").
The amendment, which was authorized by the Board of Directors of the
Company at a meeting held or January 26, 1999 (i) extends the Agreement
through June 6, 2009; (ii) changes the Purchase Price of each one-hundredth
of a Preferred share to $200 and (iii) excepts certain inadvertent owner from
the definition of "Acquiring Person" under the Agreement.
A copy of the amendment is available free of charge from the Company.
This summary description of the amendment does not purport to be complete and
is qualified in its entirety by reference to the amendment which is attached
hereto as Exhibit 4a and is incorporated herein by reference.
Item 2. Exhibits
The undersigned registrant hereby amends Item 2 to the Form by
restating Item 2, to read as follows:
Exhibit No. Description
4a Amendment No. 1 to Rights Agreement dated as of March 2, 1999.
Exhibits Incorporated by Reference
Incorporation by Reference
Previous
Previous Exhibit
Filing Designation
Exhibit 4b Rights Agreement dated as 33-42882 4(d)
of June 6, 1989, between
The Montana Power Company
and First Chicago Trust
Company of New York, as
Rights Agent.
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this amendment to the
registration statement to be signed on its behalf by the undersigned hereunto
duly authorized.
THE MONTANA POWER COMPANY
(Registrant)
By /s/ J. P. Pederson
J. P. Pederson
Vice President and Chief Financial and Information Officer
Dated: March 12, 1999
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EXHIBIT 4a
AMENDMENT NO. 1 TO
RIGHTS AGREEMENT
This Amendment No. 1 (this "Amendment") to the Rights Agreement,
effective as of March 2, 1999, amends that certain Rights Agreement (the
"Rights Agreement"), dated as of June 6, 1989, between The Montana Power
Company, a Montana corporation (the "Company"), and First Chicago Trust
Company of New York, a division of EquiServe, a New York corporation (the
"Rights Agent").
WHEREAS, the Company and the Rights Agent desire to amend the Rights
Agreement in the manner set forth herein; and
WHEREAS, this Amendment was authorized by the Board of Directors of the
Company at a meeting held on January 26, 1999.
NOW THEREFORE, in consideration of the mutual covenants and agreements
contained in this Amendment, the parties hereto agree as follows:
Section 1(a) of the Rights Agreement is hereby amended and restated to read
in its entirety as follows:
"Acquiring Person" shall mean any Person (as such term is hereinafter
defined) who or which, together with all Affiliates and Associates (as such
terms are hereinafter defined) of such Person, shall be the Beneficial Owner
(as such term is hereinafter defined) of 20% or more of the Voting Shares (as
such term is hereinafter defined) then outstanding but shall not include the
Company, any Subsidiary (as such term is hereinafter defined) of the Company
or any employee benefit plan of the Company or any Subsidiary of the Company,
or any Person who would otherwise be an Acquiring Person solely because of
such Person's holding Voting Shares for or pursuant to the terms of any such
plan. Notwithstanding the foregoing no Person shall be deemed to be an
Acquiring Person: (i) as the result of an acquisition of Common Shares by
the Company which, by reducing the number of shares outstanding, increases
the proportionate number of shares beneficially owned by such Person to 20%
or more of the Common Shares of the Company then outstanding; provided,
however, that if such Person shall become the Beneficial Owner of 20% or more
of the Common Shares of the Company then outstanding by reason of share
purchases by the Company and shall, after such share purchases by the Company
become the Beneficial Owner of any additional Common Shares of the Company,
then such Person shall be deemed to be an Acquiring Person, or (ii) if within
eight days after such Person would otherwise become an Acquiring Person (but
for the operation of this clause (ii)), such Person notifies the Board of
Directors that such Person did so inadvertently and within two days after
such notification, such Person is the Beneficial Owner of less than 20% of
the outstanding Common Shares.
Section 7(a) of the Rights Agreement is hereby amended and restated to read
in its entirety as follows:
Subject to Section 7(e) hereof, at any time after the Distribution Date, and
at or prior to the earlier of (i) the close of business on June 6, 2009 (the
"Final Expiration Date"), or (ii) the time at which the Rights are redeemed
or exchanged as provided in Section 23 hereof (the "Redemption Date"), the
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registered holder of any Right Certificate may exercise the Rights evidenced
thereby (except as otherwise provided herein, including without limitation
any restriction on exercisability set forth in or resulting from Section 9,
Section 11(a)(iii), Section 14 and Section 20(j) hereof) in whole or in part
upon surrender of the Right Certificate, with the form of election to
purchase and the certificate on the reverse side thereof duly executed, to
the Rights Agent at the principal office or offices of the Rights Agent
designated for such purpose, together with payment of the Purchase Price for
each one one-hundredths of a Preferred Share as to which the Rights are
exercised.
Section 7(b) of the Rights Agreement is hereby amended and restated to read
in its entirety as follows:
The purchase price for each one-hundredths of a Preferred Share pursuant to
the exercise of a Right (the "Purchase Price") shall initially be $200, shall
be subject to adjustment from time to time as provided in Sections 11 and 13
hereof and shall be payable in accordance with paragraph (c) below.
All references in the Rights Agreement to the Rights Agreement shall be
deemed to refer to the Rights Agreement as amended by this Amendment.
5. 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 one and the same
instrument.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment on the
first date above written.
THE MONTANA POWER COMPANY
By: /s/ Robert P. Gannon_______________
Name:
Title:
FIRST CHICAGO TRUST COMPANY
OF NEW YORK
By: /s/ Joanne Gorostiola______________
Name: Joanne Gorostiola
Title: Assistant Vice President
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