<PAGE> 1
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
E'TOWN CORPORATION
(Exact name of registrant as specified in its charter)
NEW JERSEY 1-11023 22-2596330
(State of Incorporation) (Commission File Number) IRS Employer
Identification
Number)
600 South Avenue, Westfield, New Jersey 07090
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (908) 654-1234
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
AMENDMENT TO FORM 8-A
The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its registration on Form 8-A dated
February 4, 1991:
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Item 1 of the Form 8-A dated February 4, 1991 (the "Form 8-A"), filed by
E'town Corporation (the "Company") is hereby amended by adding the following:
The Company amended the Rights Agreement in an Amendment dated as of
November 21, 1999 (the "Amendment").
Pursuant to the terms of the Agreement and Plan of Merger dated as of
November 21, 1999 among the Company, Thames Water Plc and Edward Acquisition
Corp. ("Merger Sub") providing for the merger of Merger Sub with and into the
Company (the "Merger"), the Rights Agreement was amended so that (i) the Company
may proceed to consummate the Merger without triggering the provisions of the
Rights Agreement, and (ii) the Rights would expire immediately prior to the
effective time of the Merger.
A copy of the Amendment is filed as an exhibit to this amendment to Form
8-A, and is incorporated herein by reference. The foregoing description of the
Amendment does not purport to be complete and is qualified in its entirety by
reference to the Amendment. Capitalized terms used and not otherwise defined
herein have the meanings ascribed to them in the Rights Agreement and the
Amendment.
ITEM 2. EXHIBITS.
Item 2 of the Form 8-A is hereby amended by adding the following:
4. Amendment dated as of November 21, 1999 to the Rights Agreement dated as of
February 4, 1991 is incorporated herein by reference to Exhibit 4 to Form
8-K filed by the Company on December 17, 1999.
2
<PAGE> 3
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: December 17, 1999.
E'TOWN CORPORATION
BY: /s/ GAIL P. BRADY
------------------
Gail P. Brady
Treasurer
3
<PAGE> 4
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- -------------------------------------------------------------------------------
4. Amendment dated as of November 21, 1999 to the Rights Agreement dated as of
February 4, 1991 is incorporated herein by reference to Exhibit 4 to Form
8-K filed by the Company on December 17, 1999.
4
