FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
ENERGYNORTH, INC.
(Exact name of registrant as specified in its charter)
New Hampshire 02-0363755
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
1260 Elm Street, P.O. Box 329, Manchester, NH 03105-0329
(Address and zip code of principal executive offices)
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 Stock Purchase Rights New York Stock Exchange
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Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Common Stock Purchase Rights.
On June 6, 1990, the Board of Directors of EnergyNorth, Inc.
(the "Company") declared a dividend distribution of one Right for
each outstanding share of Common Stock of the Company, par value
$1.00 per share (a "Share"). The distribution was paid on June
18, 1990. Except as set forth below, each Right entitles the
registered holder to purchase from the Company one Share for
$48.00, subject to adjustment (the "Purchase Price"). The
Purchase Price shall be paid, at the option of the holder, in
cash or Shares having a value at the time of exercise equal to
the Purchase Price. The description and terms of the Rights are
set forth in a Rights Agreement (the "Rights Agreement") between
the Company and State Street Bank & Trust Company, as rights
agent. The First National Bank of Boston succeeded State Street
Bank & Trust Company as rights agent (the "Rights Agent")
effective November 1, 1993.
Until the earlier to-occur of (i) 10 days following the date
of a public announcement that a person (an "Acquiring Person"),
together with persons affiliated or associated with it, has
acquired beneficial ownership of 10% or more of the outstanding
Shares (the "Share Acquisition Date") or (ii) 10 days following
the commencement or announcement of an intention to make a tender
offer or exchange offer by a person other than the Company if,
upon consummation of the offer, such person, together with
persons affiliated or associated with it, would be the beneficial
owner of 20% or more of the outstanding Shares (the earlier of
such days being called the "Distribution Date"), the Rights will
be evidenced, with respect to any of the Share certificates
outstanding as of June 18, 1990 by such Share certificates.
Until the Distribution Date (or earlier redemption or expiration
of the Rights), the Rights will be transferred with and only with
the Shares. Until the Distribution Date (or earlier redemption
or expiration of the Rights), new Share certificates issued after
June 18, 1990 upon transfer, replacement or new issuance of
Shares will contain a legend incorporating the Rights Agreement
by reference. Until the Distribution Date (or earlier redemption
or expiration of the Rights), the surrender or transfer of any
certificates for Shares will also constitute the transfer of the
Rights associated with the 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 Shares
as of the close of business on the Distribution Date. From and
after the Distribution Date, such separate Right Certificates
alone will evidence the Rights.
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The Rights are not exercisable until the Distribution Date.
The Rights will expire on June 18, 2000, unless earlier redeemed
by the Company as described below.
The Purchase Price payable, and the number of Shares, cash,
debt or equity 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 Shares, (ii)
upon the grant to holders of the Shares of certain rights or
warrants to subscribe for or purchase Shares or convertible
securities at less than the current market price of the Shares or
(iii) upon the distribution to holders of the Shares of evidences
of indebtedness or assets (excluding regular periodic dividends)
or of subscription rights or warrants (other than those referred
to above). With certain exceptions, no adjustment in the
Purchase Price will be required until cumulative adjustments
require an adjustment of at least 1% in the Purchase Price. With
certain exceptions, no fractional shares will be issued on
exercise of Rights, and in lieu thereof an adjustment in cash
will be made based on the market price of the Shares on the last
trading day prior to the date of exercise.
In the event that, following the Share Acquisition Date, the
Company (i) engages in a merger or other business combination
transaction with any person in which all or part of the Shares
are changed or exchanged, or (ii) sells or transfers 50% or more
of its assets or earning power to any person, 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
thereof at the then current Purchase Price, common stock of such
other persons (or in certain circumstances one of its affiliates)
having a value of two times such Purchase Price.
In the event that (i) a person, together with persons
affiliated or associated with it, becomes the beneficial owner of
15% or more of the outstanding Shares, or (ii) the Company is the
surviving corporation in a merger with an Acquiring Person, or an
affiliate or associate of an Acquiring Person, and its Shares are
not changed or exchanged, or (iii) an Acquiring Person engages in
one of a number or self-dealing transactions specified in the
Rights Agreement, 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 thereof at the then
current Purchase Price, (A) Shares of the Company having a value
of two times such Purchase Price, (B) debt or equity securities
the value of which would equal the value of the Shares which
would otherwise be distributed upon exercise of the Rights, or
(C) any combination of cash, property, common share equivalents
or securities the value of which would equal the value of the
Shares which would otherwise be distributed upon exercise of the
Rights.
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Any Rights that are or were beneficially owned at any time
on or after the Distribution Date by an Acquiring Person or an
affiliate or associate of an Acquiring Person shall become null
and void upon the occurrence of the events described in the
preceding two paragraphs and no holder of such Rights shall have
any right with respect to such Rights from and after the
occurrence of such events.
At any time on or prior to the tenth day following the Share
Acquisition Date (or such later date as may be determined by the
Board of Directors of the Company in its discretion) and prior to
the expiration date of the Rights, the Board of Directors of the
Company may redeem the Rights in whole, but not in part, at a
price of $.01 per Right. If an Acquiring Person, after the
expiration of redemption rights of the Board of Directors,
reduces its shareholdings to less than 10%, then the redemption
rights will be reinstated. Notice of redemption shall be given
by mailing such notice to the registered holders of the Right
Certificates within ten days after Board action ordering
redemption of the rights. Upon the Company's election to redeem,
the right to exercise the Rights will terminate and the only
right of the holders of Rights will be to receive the redemption
price.
In addition, if a bidder who does not beneficially own more
than 1% of the Shares (and who has not within the past year owned
in excess of 1% of the Shares and, at a time he held such 1%
stake, disclosed, or caused the disclosure of, an intention which
relates to or would result in the acquisition or influence of
control of the Company), proposes to acquire all of the Shares
(and all other shares of capital stock of the Company entitled to
vote in the election of directors or entitled to vote together
with the Shares on any merger, consolidation, sale of all or
substantially all of the Company's assets, liquidation,
dissolution or winding up of the Company) for cash at a price
which a nationally recognized investment banker selected by such
bidder states in writing is adequate from a financial point of
view, and such bidder has obtained written financing commitments
(or otherwise has financing) and complies with certain procedural
requirements, then the Company, upon the request of the bidder,
will hold a special meeting of shareholders entitled to vote
thereon in order to act on a vote requesting the Board of
Directors to accept the bidder's proposal. If a majority of the
outstanding shares entitled to vote on the proposal vote in favor
of such resolution, then for a period of 60 days after such
meeting the Rights will be automatically redeemed at the
Redemption Price immediately prior to the consummation of any
tender offer for all of such shares at a price per share in cash
equal to or greater than the price offered by such bidder,
provided that no such redemption will be permitted or required
after the acquisition by any person or group of affiliated or
associated persons having beneficial ownership of 10% or more of
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the outstanding Shares. Immediately upon any such 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
At any time after any person becomes an Acquiring Person and
prior to the acquisition by any person or group of 50% or more of
the outstanding Shares, the Board of Directors of the Company may
exchange the Rights (other than Rights owned by such person or
group which will then have become void), in whole or in part, at
an exchange ratio of one Share for one Right (subject to
adjustment).
Until a Right is exercised, the holder thereof, in his
capacity as a holder, will have no rights as a shareholder of the
Company, including, without limitation, the right to vote or to
receive dividends.
The terms of the Rights may be amended by the Board of
Directors of the Company, provided that after the Distribution
Date no such amendment may adversely affect the interests of
holders of Right Certificates.
The present distribution of the Rights is not taxable to the
Company or its shareholders. The Rights are not dilutive and
will not affect reported earnings per share. The Company will
receive no proceeds from the issuance of the Rights as a
dividend.
A copy of the Rights Agreement was filed with the Securities
and Exchange Commission as an Exhibit to a Registration Statement
on Form 8-A. A copy of the Rights Agreement will be available
free of charge from the Company. This summary description of the
Rights does not purport to be complete and is qualified in its
entirety by reference to the Rights Agreement, which is hereby
incorporated herein by reference.
ITEM 2. EXHIBITS.
1. Rights Agreement, dated as of June 18, 1990, between
EnergyNorth, Inc. and State Street Bank & Trust Company as Rights
Agent is incorporated by reference to Exhibit I-2 to the
Registrant's Registration Statement on Form 8-A filed June 18,
1990.
2. All exhibits required by Instruction II to Item 2 have
been or will be supplied to the New York Stock Exchange.
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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.
ENERGYNORTH, INC.
Date: March 14, 1995 By: /s/ Robert R. Giordano
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Name: Robert R. Giordano
Title: President and
Chief Executive Officer
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