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, $1.00 Par Value New York Stock Exchange
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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.
Common Stock, $1.00 Par Value. Holders of the Common Stock,
$1.00 par value ("Common Stock") of EnergyNorth, Inc. (the
"Company") are entitled to one vote per share at all meetings of
stockholders. Dividends that may be declared on the Common Stock
will be paid in an equal amount to the holder of each share. No
preemptive rights are conferred upon the holders of the Common
Stock, and there are no liquidation or conversion rights, sinking
fund provisions, or redemption provisions. Upon liquidation of
the Company, holders of the Common Stock would be entitled to
receive pro rata all assets of the Company available for
distribution to shareholders. Holders have no right to
cumulative voting, and there is no restriction on alienability of
the Common Stock. Holders of the Common Stock are not subject to
further calls or assessment by the Company for liabilities of the
Company imposed on stockholders under state statutes.
The Company's Articles of Incorporation and Bylaws provide
that the Company's Board of Directors are divided into three
classes, as nearly equal in number to each other as possible,
each of which is elected at successive annual meetings.
All actions taken by the holders of the Common Stock require
the approval of a plurality of votes cast at a meeting at which a
quorum (majority of Common Stock shares) is present, except for
(i) matters which, pursuant to the New Hampshire Business
Corporation Act, require the approval of a majority of the
outstanding Common Shares, including certain amendments to the
articles of incorporation, merger, share exchange, and
dissolution; (ii) removal of a director, amendment to provisions
of the bylaws governing the qualifications and number of
directors of the Company, the manner in which vacancies in the
Board of Directors are filled, the affirmative vote required for
action by the Board of Directors, and the appointment,
designation, functions and termination of, vacancies in, and
removal from committees of the Board of Directors, which,
pursuant to the Company's Articles of Incorporation, require the
approval of the holders of the seventy-five percent of the Common
Stock; (iii) amendment of the provisions of the Articles of
Incorporation described in (ii) above, which requires the
affirmative vote of the holders of seventy-five percent of the
Common Stock; (iv) certain business combinations that would
result in an involuntary sale, redemption, cancellation or
termination of ownership of shares of Common Stock of holders who
do not vote in favor of such business combination, which,
pursuant to the Articles of Incorporation, requires the
affirmative vote of the holders of a majority of the shares of
Common Stock that are not owned or controlled by the persons with
whom the business combination would occur; (v) amendment of the
provisions of the Articles of Incorporation described in (iv)
above, which requires the approval of the holders of a majority
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of the shares of Common Stock not held by a person with whom such
a business combination would occur.
The voting provisions described in (ii) through (v) above
and the classified Board of Directors were designed, among other
purposes, to make the Company a less attractive target for
acquisition by a person who does not have the support of the
Company's Board of Directors. While such provisions will not
necessarily prevent takeover attempts, they could have the effect
of delaying, deferring, or preventing a change in control of the
Company in a transaction not approved by the Company's Board of
Directors by making it more difficult for a person to obtain
control of the Company.
ITEM 2. EXHIBITS.
All exhibits required by Instruction II to Item 2 have been
or will be supplied to the New York Stock Exchange.
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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