COMMISSION FILE NO. 001-08847
AMENDMENT NO. 2 TO
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
TNP ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)
Texas 75-1907501
(State of Incorporation) (I.R.S. Employer Identification No.)
4100 International Plaza, P. O. Box 2943, Fort Worth, Texas 76113
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant toSection 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
Rights to Purchase New York Stock Exchange
Common Stock
If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c), check the following box.
If this Form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d), check the following box.
Securities Act registration statement file number to which this form
relates: Not applicable.
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
On August 11, 1998, the Board of Directors of TNP Enterprises, Inc.
(the "Company") extended and amended the Company's shareholder rights plan (the
"Rights Plan") originally adopted in 1988, which was due to expire on November
4, 1998.
When it implemented the Rights Plan in 1988, the Board of Directors
declared a dividend of one common stock purchase right (a "Right") for each
outstanding share of the Company's common stock. The dividend was paid in
November 1988 to each shareholder of record on November 4, 1988. The Company has
also issued one Right with each new share of common stock issued subsequently.
Each Right entitles the registered holder to purchase from the Company one share
of common stock.
The description and terms of the Rights are set forth in the Amended
and Restated Rights Agreement (the "Amended and Restated Rights Agreement")
between the Company and The Bank of New York, as Rights Agent (the "Rights
Agent"). This summary does not purport to be complete and is qualified in its
entirety by reference to the Amended and Restated Rights Agreement, which is
incorporated by reference. A copy of the Amended and Restated Rights Agreement
is available free of charge from the Rights Agent or from the Company's
corporate secretary.
New Amendment
The primary effects of the August 11 amendments to the Rights Plan are:
-To increase the purchase price upon exercise of a Right (the
"Purchase Price") from $45 per share to $100 per share; and
-To extend the term of the Rights and the Rights Plan from
November 4, 1998 until August 11, 2008.
Rights Attached to Common Shares Initially
Common stock certificates currently evidence the Rights. A notation on
the certificates incorporates the Rights Plan and advises the certificate holder
of the existence of the Rights. The Rights are transferred only with the common
stock certificates. New common stock certificates issued after August 11, 1998
will contain a notation incorporating the Amended and Restated Rights Agreement
by reference. The surrender for transfer of outstanding common stock
certificates will also constitute the transfer of the Rights associated with the
common stock.
Distribution of Rights
The Company will mail separate certificates evidencing the Rights to
holders of record of the common stock on the "Distribution Date." The
Distribution Date will be the date the Rights separate from the common stock,
and will be the earlier to occur of the following two events:
-Ten (10) business days after a public announcement that a person
or group of affiliated or associated persons (an "Acquiring
Person") has acquired, or obtained the right to acquire,
beneficial ownership of ten percent (10%) or more of the
outstanding shares of common stock (the "Stock Acquisition Date");
or
-Ten (10) business days (or such later date that the Board of
Directors may determine) after the commencement of a tender or
exchange offer that would result in a person or group beneficially
owning ten percent (10%) or more of the outstanding shares of
common stock.
After the Distribution Date, separate Rights certificates will
represent the Rights. Only shares of common stock issued before the Distribution
Date will be issued with Rights, except for (i) shares issued or sold upon the
exercise of stock option under any employee plan or arrangements, (ii) upon the
exercise, conversion or exchange of securities that the Company may hereafter
issue, or (iii) as the Board of Directors may otherwise determine.
Right to Purchase Company Stock
The Rights become exercisable on the Distribution Date and will expire
August 11, 2008, unless earlier redeemed (as described below under "Redemption")
or extended by the Board of Directors. Generally, from the Distribution Date and
until a Triggering Event occurs, a Rights holder may acquire one share of common
stock for each Right held. The Company may require that only whole shares, and
no fractional shares, of common stock be issued upon exercise.
After certain "Triggering Events" occur, and provided that the Rights
are no longer redeemable, a Rights holder exercising the Rights will acquire the
number of shares of common stock with a value equal to the result of dividing
the Purchase Price of the Right by one-half of the common stock's market price
at the time of the Triggering Event. However, this provision will not be
available to an Acquiring Person and certain related parties. Rights that an
Acquiring Person beneficially owns (or, under certain circumstances, formerly
owned) at the time of the Triggering Event will be null and void.
For example, at a Purchase Price of $100 per Right, each Right not owed
by an Acquiring Person (or by certain related parties or transferees) following
one of the Triggering Events listed below would entitle its holder to purchase
$200 worth of common stock (or other consideration, as noted above) for $100.
Assuming the Common Stock had a market price of $40 per share at such time, the
holder of each valid Right would be entitled to purchase five shares for $100.
The Triggering Events giving rise to these rights are as follows:
-The Company is the surviving corporation in a merger or other
business combination with an Acquiring Person (or any associate or
affiliate thereof) and the common stock remains outstanding and
unchanged;
-A person acquires beneficial ownership of more than 10% of the
outstanding shares of Company common stock (except pursuant to (A)
certain consolidations or mergers involving the Company or sales
or transfers of the combined assets, cash flow or earning power of
the Company and its subsidiaries, or (B) an offer for all
outstanding shares of common stock of the Company at a price and
upon terms and conditions which a majority of the Disinterested
Directors (as defined below) determines to be in the best interest
of the company and its shareholders (a "Qualified Offer"); or
-There is a reclassification of securities, a recapitalization of
the Company or other transaction (other than sales or transfers of
the combined assets, cash flow or earning power of the Company and
its subsidiaries) involving the Company or any of its subsidiaries
that has the effect of increasing by more than one percent (1%)
the proportionate share of any class of outstanding equity
securities of the Company or any of its subsidiaries beneficially
owned by an Acquiring Person (or an associate or affiliate
thereof).
Right to Purchase Acquiring Person's Stock
Certain Triggering Events will give rise to a right to acquire common
stock of the acquiring company upon exercise of a Right. If these Triggering
Events occur, each holder of a Right (except Rights held by, or certain Rights
formerly held by, an Acquiring Person), shall thereafter have the right to
receive, upon exercise of the Right, common stock of the acquiring company
having a value equal to two times the Purchase Price of the Right.
The Triggering Events giving rise to the right to acquire the acquiring
company's common stock are:
-The Company enters into a merger or other business combination
transaction in which the Company is not the surviving corporation;
-The Company is the surviving corporation in a consolidation,
merger or similar transaction in which all or part of the
outstanding shares of the Company's common stock are changed into
or exchanged for stock or other securities of any other person or
cash or any other property; or
-More than 50% of the combined assets, cash flow or earning power
of the Company and its subsidiaries is sold or transferred (in
each case other than certain consolidations with, mergers into, or
sales of assets, cash flow or earning power by or to subsidiaries
of the Company as specified in the Amended and Restated Rights
Agreement).
Exchange of Rights for Common Stock
The Company may elect to exchange Rights for common stock of the
Company. After a person or group becomes an Acquiring Person and before such
person or group acquires 50% or more of the Company's outstanding common stock,
the Board of Directors may, without payment of the Purchase Price by the Rights
holder, exchange all or a portion of Rights (other than the Rights held by the
Acquiring Person, which will become void), for shares of Company common stock at
an exchange ration of one-half (1/2) the number of shares of Common Stock for
which a Right is exercisable immediately prior to the time of the Company's
decision to exchange the Rights.
Redemption
The Company may redeem the Rights in whole, but not in part, at a price
of $.05 per Right at any time until ten (10) business days following the Stock
Acquisition Date. The redemption price may be paid in cash, shares of common
stock or other consideration that the Board of Directors deems appropriate.
Immediately upon the Board of Director's action ordering redemption, the Rights
will terminate and the Rights holders only right will be to receive the
redemption price.
Expiration of Rights
The Rights will expire on August 11, 2008 unless the expiration date is
extended by amendment or unless the Rights are earlier redeemed or exchanged by
the Company as described above.
Amendment of Agreement
The Board of Directors may amend any provision of the Amended and
Restated Rights Agreement prior to the Distribution Date, except those
provisions relating to the principal economic terms of the Rights. After the
Distribution Date, the Amended and Restated Rights Agreement may be amended to
cure any ambiguity, inconsistency or defect, to shorten or lengthen any time
period, or to make changes that do not adversely affect the interests of the
Rights holders (excluding the interest of any Acquiring Person). No amendment to
adjust the time period governing the redemption, however, shall be made when the
Rights are not redeemable.
Miscellaneous
"Disinterested Director" means any member of the Company's Board of
Directors who was a member of the Board prior to August 11, 1998, the date of
the Amended and Restated Rights Agreement, and anyone subsequently elected to
the Board if a majority of the Disinterested Directors recommends or approves
such person. "Disinterested Director" shall not include an Acquiring Person, or
an affiliate or associate of an Acquiring Person, or a representative of any of
the foregoing entities.
Adjustment of Purchase Price. The Purchase Price payable, the number
and kind of shares covered by each Right, and the number of rights outstanding
are subject to adjustment from time to time to prevent dilution. Such
adjustments will occur (i) if there is a stock dividend on, or subdivision,
combination or reclassification of, the common stock; (ii) if holders of common
stock are granted certain rights, options or warrants to subscribe for common
stock or securities convertible into common stock at less than its then-current
market price; or (iii) upon the distribution to common stock holders of
evidences of indebtedness, cash (other than regular quarterly cash dividends),
assets (other than dividends payable in common stock) or subscription rights or
warrants (other than those referred to in (ii) immediately above.
With certain exceptions, no adjustments in the Purchase Price will be
required until cumulative adjustments amount to at least one percent (1%) of the
Purchase Price. No fractional shares of common stock are required to be issued
and, in lieu thereof, the Company may make an adjustment in cash based on the
market price of the common stock on the trading date immediately prior to the
date of exercise.
No Rights as Shareholders. Until a Right is exercised, the holder of a
Right, as such, will not have the rights of a shareholder of the Company,
including, without limitation, the right to vote or to receive dividends.
Tax Considerations. The distribution of the Rights will not be taxable
to shareholders or to the Company. Shareholders may, depending upon the
circumstances, recognize taxable income if the Rights become exercisable, as
described above, under "Right to Purchase Company Stock," and "Right to Purchase
Acquiring Person's Stock," or in the event the Rights are redeemed.
Copies of the Amended and Restated Rights Agreement. The Company has
filed a copy of the Amended and Restated Rights Agreement with the Securities
and Exchange Commission as an Exhibit to the Company's Current Report on Form
8-K, dated October __, 1998. A copy of the Amended and Restated Rights Agreement
is available free of charge from the Rights Agent. This summary description of
the Rights does not purport to be complete and is qualified in its entirety by
reference to the Amended and Restated Rights Agreement, which is incorporated
herein by reference.
Item 2. Exhibits
1. Amended and Restated Rights Agreement, dated as of August 11, 1998, by
and between TNP Enterprises, Inc. and The Bank of New York, as Rights
Agent, including exhibits thereto (filed as Exhibit 4 to the Company's
Current Report on Form 8-K, dated October __, 1998, and incorporated
herein by reference) .
2. Form of Rights Certificate (attached as Exhibit 1 to the Amended and
Restated Rights Agreement filed as Exhibit 1 hereto).
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, as amended, the Registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereto duly
authorized.
TNP ENTERPRISES, INC.
October 9, 1998 By: /s/ Paul W. Talbot
-------------------
Paul W. Talbot
Secretary
<PAGE>
EXHIBITS
1. Amended and Restated Rights Agreement, dated as of August 11, 1998, by
and between TNP Enterprises, Inc. and The Bank of New York, as Rights
Agent, including exhibits thereto (filed as Exhibit 4 to the Company's
Current Report on Form 8-K, dated August 11, 1998, and incorporated
herein by reference) .
2. Form of Rights Certificate (attached as Exhibit 1 to the Amended
and Restated Rights Agreement filed as Exhibit 1 hereto and
incorporated herein by reference).
