SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-A/A
AMENDMENT NO. 3
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
United Water Resources Inc.
(Exact Name of Registrant as Specified in Its Charter)
New Jersey 22-244147
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(State of Incorporation or Organization) (I.R.S. Employer
Identification no.)
200 Old Hook Road
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Harrington Park, New Jersey 07640
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(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 of
securities pursuant to securities pursuant to
Section 12(b) of the Exchange Section 12(g) of the Exchange
Act and is effective pursuant Act and is effective pursuant
to General Instruction A.(c), to General Instruction A.(d),
check the following box. |X| check the following box. [ ]
Securities Act registration statement file number to which this form
relates: ____________________
(if applicable)
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
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Preferred Share Purchase Rights New York Stock Exchange, Inc.
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Securities to be registered pursuant to Section 12(g) of the Act:
None
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Item 1. Description of Registrant's Securities to be Registered.
On September 15, 1993, the Board of Directors of United Water Resources
Inc. adopted and approved the execution of amendment no. 1, dated as of
September 15, 1993, to the Rights Agreement dated as of July 12, 1989, between
United Water Resources Inc. and First Interstate Bank of California, successor
to the trust business of First Interstate Bank, Ltd., as rights agent. Amendment
no. 1 was executed in connection with the Agreement and Plan of Merger dated as
of September 15, 1993, between United Water Resources Inc. and GWC Corporation,
and a governance agreement between Lyonnaise des Eaux-Dumez, a French
corporation, and United Water Resources Inc. Amendment no. 1 provided that the
rights would not become exercisable as a result of the Agreement and Plan of
Merger dated as of September 15, 1993, and related agreements and transactions.
A copy of amendment no. 1 is filed as an exhibit to this document.
On July 30, 1999, the Board of Directors of United Water Resources Inc.
adopted and approved execution of amendment no. 2 to the Rights Agreement, dated
as of July 30, 1999, between the company and ChaseMellon Shareholder Services,
LLC, as successor to the trust business of First Interstate Bank, Ltd., as
rights agent. Amendment no. 2 extended the expiration date of the rights to
April 22, 2006. It also eliminated a provision that gave shareholders the right
to authorize redemption of the rights when the company received an all cash, all
share tender offer. A copy of amendment no. 2 is filed as an exhibit to this
document.
On August 20, 1999, the Board of Directors of United Water Resources Inc.
adopted and approved execution of amendment no. 3 to the Rights Agreement, dated
as of August 20, 1999, between the company and ChaseMellon Shareholder Services,
LLC, as successor to the trust business of First Interstate Bank, Ltd., as
rights agent. Amendment no. 3 was executed in connection with the Agreement and
Plan of Merger dated as of August 20, 1999, between United Water Resources Inc.,
Lyonnaise American Holding, Inc., LAH Acquisition Co. and Suez Lyonnaise des
Eaux. Amendment no. 3 provided that the rights would not become exercisable as a
result of the Agreement and Plan of Merger dated as of August 20, 1999, or the
consummation of the transactions contemplated by that Agreement and Plan of
Merger. Amendment no. 3 also provided that the rights will expire at the
Effective Time as defined in the Agreement and Plan of Merger dated as of August
20, 1999. Copies of amendment no. 3 and of the Agreement and Plan of Merger
dated as of August 20, 1999 are filed as exhibits to this document.
A summary of the Rights Agreement, as amended, follows.
On July 6, 1989, the Board of Directors of United Water Resources Inc.
declared a dividend distribution of one right for each outstanding share of our
common stock, no par value. We distributed the rights on August 1, 1989 to
shareholders of record on July 21, 1989. The right entitles its holder to
purchase from us one-one hundredth of a share of our series A participating
preferred stock, no par value, at a price of $60.00 for each one-hundredth
interest, subject to adjustment for various changes in the company's capital
structure, as described below. We may adjust this price, as described below.
This description of the Rights Agreement is not complete, and we qualify this
description by referring to the Rights Agreement, made between us
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and First Interstate Bank, Ltd., as rights agent, as well as amendments nos. 1,
2 and 3. We also incorporate the Rights Agreement and amendments nos. 1, 2 and
3 herein by reference. A copy of the Rights Agreement is attached as Exhibit 1.
CERTIFICATES TO REPRESENT THE RIGHTS
We have not issued separate rights certificates for the rights. Instead,
the rights are attached to all certificates representing shares of outstanding
common stock. The rights will separate from the common stock on the earlier of:
o 10 days after the date of a public announcement that a person or group
of affiliated or associated persons acquired beneficial ownership of
20% or more of our outstanding common stock; or
o 10 days after a person commences or publicly announces an intention to
make a tender offer or exchange offer which would result in the person
or a group of persons becoming the beneficial owner of 20% or more of
our outstanding common stock. The earlier of the two dates above is
called the distribution date.
However, amendments nos. 1 and 3 provided that no distribution date will
occur as a result of the execution, delivery and performance of, or the
consummation of the transactions contemplated by, either the Agreement and Plan
of Merger dated as of September 15, 1993 between United Water Resources Inc. and
GWC Corporation or the Agreement and Plan of Merger dated as of August 20, 1999
between United Water Resources Inc., Lyonnaise American Holding, Inc., LAH
Acquisition Co. and Suez Lyonnaise des Eaux.
If the distribution date occurs, we will mail to each person who is a
record holder of shares of common stock at the close of business on the
distribution date separate certificates to represent the rights. After that
time, the separate right certificates alone will represent the rights.
Until the distribution date, unless the rights first expire or are
redeemed:
o common stock certificates will evidence the rights, whether or not a
summary of the rights is attached to them and may not be transferred
separately from the shares of common stock to which they are attached;
o rights will be transferred on the surrender for transfer of common
stock certificates, whether or not a summary of the rights is attached
to them; and
o common stock certificates issued after July 21, 1989, but before the
distribution date, will have a notation incorporating the Rights
Agreement by reference.
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EXERCISING THE RIGHTS
A right itself does not give its holder any rights as a stockholder until
the right is exercised. A holder cannot exercise the rights until the
distribution date.
Exercising the Rights for Our Common Stock instead of Preferred Stock
If a person or a group of affiliated or associated persons acquires
beneficial ownership of 20% or more of our outstanding common stock, that
person's rights will become null and void. Each other holder of a right who may
exercise his right and upon payment of the exercise price will be entitled to
receive, instead of interests in our series A participating preferred stock,
shares of our common stock in an amount that has a value of two times the
current purchase price of each right.
This right to purchase shares of common stock will not arise, however,
either:
o as a result of the execution, delivery and performance of, or the
consummation of the transactions contemplated by, either the Agreement
and Plan of Merger dated as of September 15, 1993 between United Water
Resources Inc. and GWC Corporation or the Agreement and Plan of Merger
dated as of August 20, 1999 between United Water Resources Inc.,
Lyonnaise American Holding, Inc., LAH Acquisition Co. and Suez
Lyonnaise des Eaux; or
o when: (a) a person or group of affiliated or associated persons
acquires beneficial ownership of 20% or more of our outstanding common
stock as a result of a cash tender offer for all our shares, and (b)
as a result, the person or group increases its beneficial ownership to
80% or more of our outstanding common stock.
Exercising the Rights for Shares of an Acquiring Company
If, other than pursuant to the Agreement and Plan of Merger dated as of
September 15, 1993 between United Water Resources Inc. and GWC Corporation and
the Agreement and Plan of Merger dated as of August 20, 1999 between United
Water Resources Inc., Lyonnaise American Holding, Inc., LAH Acquisition Co. and
Suez Lyonnaise des Eaux:
o we are acquired in a merger or other business combination transaction;
or
o 50% or more of our assets or earning power is sold or transferred.
each holder who exercises his rights will have the right to receive common stock
of the acquiring entity in an amount that has a value of two times the purchase
price of the right.
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EXPIRATION OF RIGHTS
The rights expire:
o on April 22, 2006;
o at the Effective Time as defined in the Agreement and Plan of Merger
between United Water Resources Inc. and Lyonnaise American Holding,
Inc., LAH Acquisition Co. and Suez Lyonnaise des Eaux, as described in
amendment no. 3 dated as of August 20, 1999; or
o if we extend the expiration date or redeem or exchange the rights
earlier, as described below.
EXCHANGE AND REDEMPTION OF RIGHTS
At any time after a person or group of affiliated persons obtains 20% or
more, but before that person obtains 50% or more of our common stock, our board
of directors may exchange some or all of the rights. The rights of the person or
group of affiliated or associated persons will not be exchanged, as they will
have become void. Our board may exchange each of the other rights for one share
of common stock, or a fraction of a share of our series A participating
preferred stock that has voting rights equal to our common stock, subject to
adjustment as discussed below.
Our board of directors may decide to redeem the rights in whole, but not in
part, for $.01 per right at any time before a person or group of affiliated or
associated persons acquires beneficial ownership of 20% or more of our common
stock.
Effect of Redemption
As soon as our Board has redeemed the rights, holders of the rights will
only have the right to receive the $.01 per right and will no longer have the
right to exercise the rights.
ADJUSTMENT OF PURCHASE PRICE
We may adjust the purchase price that a holder must pay to exercise his
right, and the number of shares of series A participating preferred stock (or
other securities or property, depending on the circumstances) that are issuable
when a right is exercised, to prevent the rights from being diluted. We will
make these adjustments if:
o there is a stock dividend on, or a subdivision, combination or
reclassification of the series A participating preferred stock;
o we grant holders of the series A participating preferred stock some
types of rights or warrants to subscribe for or purchase shares of the
series A participating preferred stock or convertible securities at a
price or conversion price that is less than the current market price
of the series A participating preferred stock;
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o we distribute to series A participating preferred stock holders
evidences of indebtedness or assets or subscription rights or warrants
other than those referred to above. This does not include regular cash
dividends we may make out of earnings or retained earnings or
dividends payable in preferred stock.
However, we are only required to make these adjustments if a cumulative
adjustment of at least 1% of the purchase price is needed. Except for multiples
of one-hundredths of series A participating preferred stock, which we may
deliver in the form of depositary receipts, we will not issue fractional
interests in series A participating preferred stock. Instead, we will make an
adjustment in cash based on the market price of the series A participating
preferred stock on the last trading day before the exercise of the rights.
WHEN WE MAY ADJUST NUMBER OF RIGHTS AND INTERESTS IN OUR PREFERRED
STOCK
We may adjust the number of rights, and the number of one one-hundredth
interests in series A participating preferred stock to be issued when the rights
are exercised, before the distribution date if:
o we effect a stock split of our common stock,
o we declare a common stock dividend payable in common stock, or
o we subdivide, consolidate or combine shares of our common stock.
AMENDMENTS TO THE TERMS OF THE RIGHTS
We may amend any provision of the Rights Agreement without the consent of
holders of rights including an amendment to lower the percentage of share
ownership required to trigger the exercise of the rights from 20% to the greater
of:
o the highest percentage of common stock that we know is beneficially
owned by one person, or
o 10%.
However, after a person or group of affiliated or associated persons acquires
beneficial ownership of 20% or more of our outstanding common stock, we may not
pass any amendment that is adverse to the interests of holders of the rights.
TERMS OF THE PREFERRED STOCK
As discussed above, a right entitles its holder to purchase one-one
hundredth of a share of series A participating preferred stock. Because of the
series A participating preferred stock's
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dividend, liquidation and voting rights, the value of each one-one hundredth of
a share is intended to approximate the value of one share of common stock.
Dividends and Distributions
We will pay dividends and make distributions on the series A participating
preferred stock only after we have done so on any other stock that has superior
rights. Each share of series A participating preferred stock is entitled to a
minimum quarterly dividend. This dividend rate will be the greater of:
o $1.00; or
o 100 times the amount per share of any dividend we declare on our
common stock (other than a dividend payable in shares of our common
stock or a subdivision of our common stock), subject to adjustment.
We may not redeem the Preferred Stock.
Liquidation
If United Water Resources Inc. is liquidated, the holders of series A
participating preferred stock will be entitled to receive the greater of:
o $100 per share, plus accrued and unpaid dividends and distributions;
or
o an amount equal to 100 times the liquidation payment made for each
share of common stock, subject to certain adjustments.
Voting Rights
Each share of series A participating preferred stock will have 100 votes on
all matters that shareholders vote on, voting as one class with any other shares
that have general voting rights.
Merger, Consolidation, and Other Transactions
If we merge, consolidate, combine or are involved in any other transaction
in which shares of our common stock are exchanged for or changed into other
stock or securities, cash and/or other property, each share of series A
participating preferred stock will have the right to receive 100 times the
amount each share of common stock receives.
All of the above features of the series A participating preferred stock are
protected against dilution.
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EFFECT OF THE RIGHTS
The rights inhibit the possibility of a takeover because they will dilute
the interest of anyone who attempts to acquire the company without our board of
directors' approval (unless the acquiring person's offer requires acquisition of
a significant number of rights). However, because we may redeem the rights
before anyone obtains beneficial ownership of 20% of more of our shares, the
rights will not interfere with any merger or consolidation that our board of
directors approves.
Item 2. Exhibits
Number Description
1. Rights Agreement dated as of July 12, 1989 between United Water Resources
Inc. and First Chicago Interstate Bank, Ltd., which includes the form of
Certificate of Amendment creating the Series A Participating Preferred
Stock, without par value, as Exhibit A, the form of Right Certificate as
Exhibit B and the Summary of Rights to Purchase Preferred Shares as Exhibit
C (incorporated by reference to Exhibit 1 to United Water Resources Inc.'s
Form 8-A dated July 26, 1989).
2. Amendment No. 1 to the Rights Agreement, dated as of September 15, 1993
between United Water Resources Inc. and First Interstate Bank of California
as successor to the trust business of First Interstate Bank, Ltd.
(incorporated by reference to Exhibit 2 to United Water Resources Inc.'s
Form 8-A/A filed August 3, 1999).
3. Amendment No. 2 to the Rights Agreement, dated as of July 30, 1999 between
United Water Resources Inc. and ChaseMellon Shareholder Services, LLC as
successor to the trust business of First Interstate Bank, Ltd.
(incorporated by reference to Exhibit 3 to United Water Resources Inc.'s
Form 8-A/A filed August 3, 1999).
4. Amendment No. 3 to the Rights Agreement, dated as of August 20, 1999
between United Water Resources Inc. and ChaseMellon Shareholder Services,
LLC as successor to the trust business of First Interstate Bank, Ltd.,
which includes as Annex A the Agreement and Plan of Merger dated as of
August 20, 1999 between United Water Resources Inc., Lyonnaise American
Holding, Inc., LAH Acquisition Co. and Suez Lyonnaise des Eaux (filed
herewith).
5. Agreement and Plan of Merger dated as of August 20, 1999, by and among
United Water Resources Inc., Lyonnaise American Holding, Inc., LAH
Acquisition Co. and Suez Lyonnaise des Eaux (incorporated by reference to
Exhibit 2.1 to United Water Resources Inc.'s Form 8-K filed August 27,
1999).
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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, thereunto duly authorized.
UNITED WATER RESOURCES INC.
(Registrant)
Date: August 27, 1999 By: /s/ Donald L. Correll
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Name: Donald L. Correll
Title: Chief Executive Officer
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EXHIBIT INDEX
Number Description
1. Rights Agreement dated as of July 12, 1989 between United Water
Resources Inc. and First Chicago Interstate Bank, Ltd., which includes
the form of Certificate of Amendment creating the Series A
Participating Preferred Stock, without par value, as Exhibit A, the
form of Right Certificate as Exhibit B and the Summary of Rights to
Purchase Preferred Shares as Exhibit C (incorporated by reference to
Exhibit 1 to United Water Resources Inc.'s Form 8-A dated July 26,
1989).
2. Amendment No. 1 to the Rights Agreement, dated as of September 15,
1993 between United Water Resources Inc. and First Interstate Bank of
California as successor to the trust business of First Interstate
Bank, Ltd. (incorporated by reference to Exhibit 2 to United Water
Resources Inc.'s Form 8-A/A filed August 3, 1999).
3. Amendment No. 2 to the Rights Agreement, dated as of July 30, 1999
between United Water Resources Inc. and ChaseMellon Shareholder
Services, LLC as successor to the trust business of First Interstate
Bank, Ltd. (incorporated by reference to Exhibit 3 to United Water
Resources Inc.'s Form 8-A/A filed August 3, 1999).
4. Amendment No. 3 to the Rights Agreement, dated as of August 20, 1999
between United Water Resources Inc. and ChaseMellon Shareholder
Services, LLC as successor to the trust business of First Interstate
Bank, Ltd., which includes as Annex A the Agreement and Plan of Merger
dated as of August 20, 1999 between United Water Resources Inc.,
Lyonnaise American Holding, Inc., LAH Acquisition Co. and Suez
Lyonnaise des Eaux (filed herewith).
5. Agreement and Plan of Merger dated as of August 20, 1999, by and among
United Water Resources Inc., Lyonnaise American Holding, Inc., LAH
Acquisition Co. and Suez Lyonnaise des Eaux (incorporated by reference
to Exhibit 2.1 to United Water Resources Inc.'s Form 8-K filed August
27, 1999).
THIRD AMENDMENT
THIS THIRD AMENDMENT, dated as of August 20, 1999, to the Rights Agreement,
dated as of July 12, 1989, as amended (the "Rights Agreement"), between United
Water Resources Inc. (the "Company") and ChaseMellon Shareholder Services, LLC,
as Rights Agent as successor to First Interstate Bank, Ltd. (the "Rights
Agent").
WHEREAS, the parties hereto are parties to the Rights Agreement.
WHEREAS, pursuant to Section 27 of the Rights Agreement, the Board of
Directors deems it necessary and desirable and in the best interests of the
Company and its shareholders to amend the Rights Agreement as set forth below;
and
WHEREAS, the parties hereto desire to amend the Rights Agreement, as
provided herein,
NOW, THEREFORE, in consideration of the premises and the mutual promises
set forth herein and in the Rights Agreement, the parties hereto agree as
follows:
1. The definition of "Acquiring Person" as set forth in Section 1(a) of the
Rights Agreement is hereby amended by adding the following provision at the end
of the first sentence thereto:
";provided, however, that Lyonnaise shall not be deemed an "Acquiring
Person" as a result of the execution, delivery and performance of the
Agreement and Plan of Merger (the "Merger Agreement") dated as of
August 20, 1999, by and among Lyonnaise American Holding, Inc., Suez
Lyonnaise des Eaux, LAH Acquisition Co. and the Company or the
consummation of the transactions contemplated in the Merger Agreement.
2. Section 13 of the Rights Agreement is hereby amended by adding the words
"other than pursuant to the Merger Agreement," at the end of the introductory
phrase "In the event that, directly or indirectly," of such clause.
3. Notwithstanding anything in the Rights Agreement to the contrary, the
Rights Agreement and all Rights shall expire at the "Effective Time" as defined
in the Merger Agreement, a copy of which is annexed hereto as Annex A. The
Company will use reasonable efforts to provide the Rights Agent with advance
notice of the anticipated Effective Time.
4. This Amendment shall be governed by and construed in accordance with the
laws of the State of New Jersey applicable to contracts to be made and performed
entirely within such State, except that the rights, duties and obligation of the
Rights Agent under this Amendment shall be governed by the laws of the State of
New Jersey.
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5. Except as expressly amended hereby, the Rights Agreement shall continue
in full force and effect in accordance with the provisions thereof.
6. 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 together constitute but one and the same instrument.
IN WITNESS WHEREOF, the Company and the Rights Agent have
executed this First Amendment as of the date first above written.
UNITED WATER RESOURCES INC.
By: /s/ Donald L. Correll
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Name: Donald L. Correll
Title: Chairman and
Chief Executive Officer
Attest:
/s/ Robert A. Gerber
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Name: Robert A. Gerber
Title: Vice President Corporate Law
CHASEMELLON SHAREHOLDER
SERVICES LLC, as Rights Agent
By: /s/ Denise J. Melato
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Name: Denise J. Melato
Title: Vice President
Attest:
/s/ Hollie Frankel
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Name: Hollie Frankel
Title: Relationship Manager
