SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
----------------
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
THE PROVIDENCE JOURNAL COMPANY
(Exact name of registrant as specified in its charter)
Delaware 05-0481966
(State of incorporation (IRS Employer
or organization) Identification No.)
75 Fountain Street, Providence, Rhode Island 02902
(Address of principal executive offices) (Zip Code)
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
None N/A
Securities to be registered pursuant to Section
12(g) of the Act:
Class A Common Stock Rights
Class B Common Stock Rights
(Title of Class)
<PAGE>
Item 1. Description of Registrant's Securities to be Registered
At a regular meeting of the Board of Directors of The Providence
Journal Company (the "Company") held on May 8, 1996, the Board of
Directors approved and adopted the Rights Agreement, dated as of May
8, 1996, between the Company and The First National Bank of Boston, as
Rights Agent (the "Rights Agreement"). Capitalized terms used herein
are defined in the Rights Agreement.
On May 8, 1996, the Company declared a dividend of one Class A
right (a "Class A Right") for each outstanding share of Class A Common
Stock, and one Class B right (a "Class B Right"; and together with the
Class A Rights, the "Rights") for each outstanding share of Class B
Common Stock. The dividend will be payable to stockholders of record
on May 8, 1996 before the consummation of the underwritten public
offering of the Company's Class A Common Stock and the direct
placement offering of the Company's Class A Common Stock to certain
eligible employees of the Company (the "Offerings") in connection with
which the Company has filed a Registration Statement on Form S-1 with
the Securities and Exchange Commission on April 22, 1996. Each Class A
Right will entitle the registered holder to purchase from the Company
one share of Class A Common Stock of the Company at a price of $70 per
share of Class A Common Stock (the "Class A Purchase Price"), subject
to adjustment. Each Class B Right will entitle the registered holder
to purchase from the Company one share of Class B Common Stock of the
Company at a price of $70 per share of Class B Common Stock (the
"Class B Purchase Price"; and together with the Class A Purchase
Price, the "Purchase Price"), subject to adjustment.
Until the earlier to occur of (i) 10 days following a public
announcement that a person or group of affiliated or associated persons
(an "Acquiring Person") have acquired beneficial ownership of (A) 15%
or more of the Voting Power (as defined in the Rights Agreement) of the
Common Stock or (B) 35% or more of the Voting Power of the Class A
Common Stock or (ii) 10 business days (or such later date as may be
determined by action of the Board of Directors prior to such time as
any person or group of affiliated persons becomes an Acquiring Person)
following the commencement of, or announcement of an intention to make,
a tender offer or exchange offer the consummation of which would result
in the beneficial ownership by a person or group of either 15% or more
of the Voting Power of the Common Stock or 35% or more of the Voting
Power of the Class A Common Stock (the earlier of such dates being the
"Distribution Date"), the Class A Rights and the Class B Rights will be
evidenced, with respect to any of the Class A Common Stock certificates
or Class B Common Stock certificates outstanding as of the Record Date,
by such Common Stock certificate with a copy of the Summary of Rights
attached thereto.
The Rights Agreement provides that, until the Distribution
Date (or earlier redemption or expiration of the Rights), the Rights
will be transferred with and only with the Common Stock. Until the
Distribution Date (or earlier redemption or expiration of the Rights),
new Common Stock certificates issued after the Record Date upon
transfer or new issuance of Common Stock will contain a notation
incorporating the Rights Agreement by reference. Until the Distribution
Date (or earlier redemption or expiration of the Rights), the surrender
for transfer of any certificates for Common Stock outstanding as of the
Record Date, even without such notation or a copy of the Summary of
Rights being attached thereto, will also constitute the transfer of the
Rights associated with the Common Stock represented by such
certificate. As soon as practicable following the Distribution Date,
separate certificates evidencing the applicable Rights ("Right
Certificates") will be mailed to holders of record of the Common Stock
as of the close of business on the Distribution Date and such separate
Right Certificates alone will evidence the Rights. Class B Rights may
only be transferred to Permitted Transferees (as such term is defined
in the Rights Agreement).
The Rights are not exercisable until the Distribution Date.
The Rights will expire on May 7, 2006 (the "Final Expiration Date"),
unless the Final Expiration Date is extended or unless the Rights are
earlier redeemed or exchanged by the Company, in each case as described
below.
The Purchase Price payable, and the number of shares of Class
A Common Stock, Class B Common Stock or other 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, such Common
Stock, (ii) upon the grant to holders of such Common Stock of certain
rights or warrants to subscribe for or purchase such Common Stock at a
price, or securities convertible into such Common Stock with a
conversion price, less than the then-current market price of such
Common Stock, or (iii) upon the distribution to holders of such Common
Stock of evidences of indebtedness or assets (excluding regular
periodic cash dividends paid out of earnings or retained earnings or
dividends payable in Common Stock) or of subscription rights or
warrants (other than those referred to above).
The number of outstanding Class A Rights and Class B Rights
and the number of shares of Class A Common Stock or Class B Common
Stock issuable upon exercise of each such Right are also subject to
adjustment in the event of a stock split of the Class A Common Stock or
Class B Common Stock, as applicable, or a stock dividend on the Class A
Common Stock or Class B Common Stock, as applicable, payable in the
related Common Stock or subdivisions, consolidations or combinations of
the Common Stock occurring, in any such case, prior to the Distribution
Date.
In the event that the Company is acquired in a merger or other
business combination transaction or 50% or more of its consolidated
assets or earning power are sold after a person or group has become an
Acquiring Person, proper provision will be made so that each holder of
a Right will thereafter have the right to receive upon the exercise
thereof at the then-current Purchase Price of the Right, that number
of shares of common stock of the acquiring company, which, at the time
of such transaction, will have market value of two times the Purchase
Price of the Right. In the event that any person or group of
affiliated or associated persons becomes an Acquiring Person, proper
provision shall be made so that each holder of a Class A Right and a
Class B Right, other than Rights beneficially owned by the Acquiring
Person (which will thereafter be void), will thereafter have the right
to receive upon exercise that number of shares of Class A Common Stock
or Class B Common Stock, as applicable, having a market value of two
times the Purchase Price of such Right.
At any time after any person or group becomes an Acquiring
Person and prior to the acquisition by such person or group of 50% or
more of the Voting Power of the Common Stock, the Board of Directors of
the Company may exchange the Rights (other than Rights owned by such
person or group which will have become void), in whole or in part, at
an exchange ratio of one share of Class A Common Stock or Class B
Common Stock per related Right (subject to adjustment).
With certain exceptions, no adjustment in the Purchase Price
will be required until cumulative adjustments require an adjustment of
at least 1% in such Purchase Price. No fractional share of Common Stock
will be issued and in lieu thereof, an adjustment in cash will be made
based on the market price of the Common Stock on the last trading day
prior to the date of exercise.
At any time prior to the acquisition by a person or group of
affiliated or associated persons of beneficial ownership of 15% or more
of the Voting Power of the Common Stock or 35% or more of the Voting
Power of the Class A Common Stock, the Board of Directors of the
Company may redeem the rights in whole, but not in part, at a price of
$.01 per Right (the "Redemption Price"). The redemption of the Rights
may be made effective at such time on such basis with such conditions
as the Board of Directors in its sole discretion may establish.
Immediately upon any 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.
The terms of the Rights may be amended by the Board of
Directors of the Company without the consent of the holders of the
Rights, including an amendment to lower certain thresholds with respect
to the Voting Power of the Common Stock described above to not less
than 10% and with respect to the Voting Power of the Class A Common
Stock to not less than 25%, except that from and after such time as any
person or group of affiliated or associated persons becomes an
Acquiring Person, no such amendment may adversely affect the interests
of the holders of the Rights.
Until a Right is exercised, the holder thereof, as such, will
have no rights as a stockholder of the Company, including, without
limitation, the right to vote or to receive dividends.
This summary description of the Rights does not purport to be
complete and is qualified in its entirety by reference to the full text
of the Rights Agreement, which is attached hereto as Exhibit 3.
Item 2. Exhibits
Exhibit No. Exhibit
1 Specimen certificate representing the Class A Right.
2 Specimen certificate representing the Class B Right.
3 Rights Agreement between The Providence Journal Company
and The First National Bank of Boston, as Rights Agent,
dated as of May 8, 1996. Incorporated by reference to
Exhibit 4.1 of Registrant's Current Report on Form 8-K
dated May 8, 1996).
4 Certificate of Incorporation of the Registrant.
(Incorporated by reference to Exhibit 1 of the
Registrant's Registration Statement on Form 8-A dated
September 29, 1995).
5 Amended and Restated By-Laws of the Registrant.
(Incorporated by reference to Exhibit 3.2 of the
Registrant's Annual Report on Form 10-K for the year
ended December 31, 1995).
<PAGE>
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, thereto duly
authorized.
THE PROVIDENCE JOURNAL COMPANY
Registrant
By: /s/ John L. Hammond
_______________________________
John L. Hammond,
Vice President - General Counsel &
Chief Administrative Officer
Exhibit 1
Form of Right Certificate
Certificate No. R- Class A Rights
NOT EXERCISABLE AFTER MAY 7, 2006 OR EARLIER
IF REDEMPTION OR EXCHANGE OCCURS. THE RIGHTS
ARE SUBJECT TO EDEMPTION AT $.01 PER RIGHT AND
TO EXCHANGE ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT.
Right Certificate
Class A Rights
THE PROVIDENCE JOURNAL COMPANY
This certifies that , or registered assigns, is the registered
owner of the number of Class A Rights set forth above, each of which entitles
the owner thereof, subject to the terms, provisions and conditions of the Rights
Agreement, dated as of May 8, 1996 (the "Rights Agreement"), between The
Providence Journal Company, a Delaware corporation (the "Company"), and The
First National Bank of Boston (the "Rights Agent"), to purchase from the Company
at any time after the Distribution Date (as such term is defined in the Rights
Agreement) and prior to 5:00 P.M., Boston time, on May 7, 2006 at the principal
office of the Rights Agent, or at the office of its successor as Rights Agent,
one fully paid nonassessable share of Class A Common Stock, par value $1.00 per
share of the Company (the "Class A Common Shares"), at a purchase price of
$70.00 per Class A Common Share (the "Purchase Price"), upon presentation and
surrender of this Right Certificate with the Form of Election to Purchase duly
executed. The number of Class A Rights evidenced by this Right Certificate (and
the number of Class A Common Shares which may be purchased upon exercise hereof)
set forth above, and the Purchase Price set forth above, are the number and
Purchase Price as of May 8, 1996, based on the Class A Common Shares as
constituted at such date. As provided in the Rights Agreement, the Purchase
Price and the number of Class A Common Shares which may be purchased upon the
exercise of the Class A Rights evidenced by this Right Certificate are subject
to modification and adjustment upon the happening of certain events.
This Right Certificate is subject to all of the terms,
provisions and conditions of the Rights Agreement, which terms, provisions and
conditions are hereby incorporated herein by reference and made a part hereof
and to which Rights Agreement reference is hereby made for a full description of
the rights, limitations of rights, obligations, duties and immunities hereunder
of the Rights Agent, the Company and the holders of the Right Certificates.
Copies of the Rights Agreement are on file at the principal executive offices of
the Company and the above mentioned offices of the Rights Agent.
This Right Certificate, with or without other Right
Certificates, upon surrender at the principal office of the Rights Agent, may be
exchanged for another Right Certificate or Right Certificates of like tenor and
date evidencing Class A Rights entitling the holder to purchase a like aggregate
number of Class A Common Shares as the Class A Rights evidenced by the Right
Certificate or Right Certificates surrendered shall have entitled such holder to
purchase. If this Right Certificate shall be exercised in part, the holder shall
be entitled to receive upon surrender hereof another Right Certificate or Right
Certificates for the number of whole Rights not exercised.
Subject to the provisions of the Rights Agreement, the Class A
Rights evidenced by this Certificate (i) may be redeemed by the Company at a
redemption price of $.01 per Right or (ii) may be exchanged in whole or in part
for Class A Common Shares.
No fractional Class A Common Shares will be issued upon the
exercise of any Class A Right or Rights evidenced hereby, but in lieu thereof a
cash payment will be made, as provided in the Rights Agreement.
No holder of this Right Certificate shall be entitled to vote or
receive dividends or be deemed for any purpose the holder of the Class A Common
Shares or of any other securities of the Company which may at any time be
issuable on the exercise hereof, nor shall anything contained in the Rights
Agreement or herein be construed to confer upon the holder hereof, as such, any
of the rights of a stockholder of the Company or any right to vote for the
election of directors or upon any matter submitted to stockholders at any
meeting thereof, or to give or withhold consent to any corporate action, or to
receive notice of meetings or other actions affecting stockholders (except as
provided in the Rights Agreement), or to receive dividends or subscription
rights, or otherwise, until the Class A Right or Rights evidenced by this Right
Certificate shall have been exercised as provided in the Rights Agreement.
This Right Certificate shall not be valid or obligatory for any
purpose until it shall have been countersigned by the Rights Agent.
WITNESS the facsimile signature of the proper officers of the
Company and its corporate seal. Dated as of _____________, 199_.
ATTEST: The Providence Journal Company
_________________________________ By______________________________
Countersigned:
The First National Bank of Boston
By______________________________
Authorized Signature
<PAGE>
Form of Reverse Side of Right Certificate
FORM OF ASSIGNMENT
(To be executed by the registered holder if such
holder desires to transfer the Right Certificate.)
FOR VALUE RECEIVED _______________________________________________
hereby sells, assigns and transfers unto _____________________________
(Please print name and address of transferee)
________________________________________________________________________
this Right Certificate, together with all right, title and interest therein,
and does hereby irrevocably constitute and appoint ________________________
Attorney, to transfer the within Right Certificate on the books of the within
named Company, with full power of substitution.
Dated: _______________________, ____
____________________________________
Signature
Signature Guaranteed:
Signatures must be guaranteed by a member firm of a registered
national securities exchange, a member of the National Association of Securities
Dealers, Inc., or a commercial bank or trust company having an office or
correspondent in the United States.
===============================================================================
The undersigned hereby certifies that the Rights evidenced by
this Right Certificate are not beneficially owned by an Acquiring Person or an
Affiliate or Associate thereof (as defined in the Rights Agreement).
____________________________________
Signature
===============================================================================
<PAGE>
Form of Reverse Side of Right Certificate -- continued
FORM OF ELECTION TO PURCHASE
(To be executed if holder desires to exercise
Rights represented by the Right Certificate.)
To: The Providence Journal Company
The undersigned hereby irrevocably elects to exercise _____________ Class A
Rights represented by this Right Certificate to purchase the Class A Common
Shares issuable upon the exercise of such Class A Rights and requests that
certificates for such Class A Common Shares be issued in the name of:
Please insert social security
or other identifying number
_______________________________________________________________________
(Please print name and address)
_______________________________________________________________________
If such number of Class A Rights shall not be all the Class A Rights evidenced
by this Right Certificate, a new Class A Right Certificate for the balance
remaining of such Class A Rights shall be registered in the name of and
delivered to:
Please insert social security
or other identifying number
_______________________________________________________________________
(Please print name and address)
_______________________________________________________________________
Dated: _______________, ____
____________________________________
Signature
Signature Guaranteed:
Signatures must be guaranteed by a member firm of a registered national
securities exchange, a member of the National Association of Securities Dealers,
Inc., or a commercial bank or trust company having an office or correspondent in
the United States.
<PAGE>
Form of Reverse Side of Right Certificate -- continued
The undersigned hereby certifies that the Rights evidenced by this Right
Certificate are not beneficially owned by an Acquiring Person or an Affiliate or
Associate thereof (as defined in the Rights Agreement).
____________________________________
Signature
==============================================================================
NOTICE
The signature in the Form of Assignment or Form of Election to
Purchase, as the case may be, must conform to the name as written upon the face
of this Right Certificate in every particular, without alteration or enlargement
or any change whatsoever.
In the event the certification set forth above in the Form of
Assignment or the Form of Election to Purchase, as the case may be, is not
completed, the Company and the Rights Agent will deem the beneficial owner of
the Rights evidenced by this Right Certificate to be an Acquiring Person or an
Affiliate or Associate thereof (as defined in the Rights Agreement) and such
Assignment or Election to Purchase will not be honored.
Exhibit 2
Form of Right Certificate
Certificate No. R- Class B Rights
NOT EXERCISABLE AFTER MAY 7, 2006 OR EARLIER IF REDEMPTION OR EXCHANGE
OCCURS. THE RIGHTS ARE SUBJECT TO REDEMPTION AT $.01 PER RIGHT AND TO
EXCHANGE ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT.
Right Certificate
Class B Rights
THE PROVIDENCE JOURNAL COMPANY
This certifies that , or registered assigns, is the registered
owner of the number of Class B Rights set forth above, each of which entitles
the owner thereof, subject to the terms, provisions and conditions of the Rights
Agreement, dated as of May 8, 1996 (the "Rights Agreement"), between The
Providence Journal Company, a Delaware corporation (the "Company"), and The
First National Bank of Boston (the "Rights Agent"), to purchase from the Company
at any time after the Distribution Date (as such term is defined in the Rights
Agreement) and prior to 5:00 P.M., Boston time, on May 7, 2006 at the principal
office of the Rights Agent, or at the office of its successor as Rights Agent,
one Class B Common Stock, par value $1.00 per share of the Company (the "Class B
Common Shares"), at a purchase price of $70.00 per Class B Common Share (the
"Purchase Price"), upon presentation and surrender of this Right Certificate
with the Form of Election to Purchase duly executed. The number of Class B
Rights evidenced by this Right Certificate set forth above, and the Purchase
Price set forth above, are the number and Purchase Price as of May 8, 1996,
based on the Class B Common Shares as constituted at such date. As provided in
the Rights Agreement, the Purchase Price and the number of Class B Common Shares
which may be purchased upon the exercise of the Class B Rights evidenced by this
Right Certificate are subject to modification and adjustment upon the happening
of certain events.
This Right Certificate is subject to all of the terms,
provisions and conditions of the Rights Agreement, which terms, provisions and
conditions are hereby incorporated herein by reference and made a part hereof
and to which Rights Agreement reference is hereby made for a full description of
the rights, limitations of rights, obligations, duties and immunities hereunder
of the Rights Agent, the Company and the holders of the Right Certificates.
Pursuant to the Rights Agreement Class B Rights may only be transferred to
Permitted Transferees (as such term is defined in the Rights Agreement). Copies
of the Rights Agreement are on file at the principal executive offices of the
Company and the above mentioned offices of the Rights Agent.
This Right Certificate, with or without other Right
Certificates, upon surrender at the principal office of the Rights Agent, may be
exchanged for another Right Certificate or Right Certificates of like tenor and
date evidencing Class B Rights entitling the holder to purchase a like aggregate
number of Class B Common Shares as the Class B Rights evidenced by the Right
Certificate or Right Certificates surrendered shall have entitled such holder to
purchase. If this Right Certificate shall be exercised in part, the holder shall
be entitled to receive upon surrender hereof another Right Certificate or Right
Certificates for the number of whole Rights not exercised.
Subject to the provisions of the Rights Agreement, the Class B
Rights evidenced by this Certificate (i) may be redeemed by the Company at a
redemption price of $.01 per Right or (ii) may be exchanged in whole or in part
for Class B Common Shares.
No fractional Class B Common Shares will be issued upon the
exercise of any Class B Right or Rights evidenced hereby, but in lieu thereof a
cash payment will be made, as provided in the Rights Agreement.
No holder of this Right Certificate shall be entitled to vote
or receive dividends or be deemed for any purpose the holder of the Class B
Common Shares or of any other securities of the Company which may at any time be
issuable on the exercise hereof, nor shall anything contained in the Rights
Agreement or herein be construed to confer upon the holder hereof, as such, any
of the rights of a stockholder of the Company or any right to vote for the
election of directors or upon any matter submitted to stockholders at any
meeting thereof, or to give or withhold consent to any corporate action, or to
receive notice of meetings or other actions affecting stockholders (except as
provided in the Rights Agreement), or to receive dividends or subscription
rights, or otherwise, until the Class B Right or Rights evidenced by this Right
Certificate shall have been exercised as provided in the Rights Agreement.
This Right Certificate shall not be valid or obligatory for
any purpose until it shall have been countersigned by the Rights Agent.
WITNESS the facsimile signature of the proper officers of the
Company and its corporate seal. Dated as of ___________, 199_.
ATTEST: The Providence Journal Company
__________________________________ By______________________________
Countersigned:
The First National Bank of Boston
By________________________________
Authorized Signature
<PAGE>
Form of Reverse Side of Right Certificate
FORM OF ASSIGNMENT
(To be executed by the registered holder if such
holder desires to transfer the Right Certificate.)
FOR VALUE RECEIVED _______________________________________________
hereby sells, assigns and transfers unto _____________________________
(Please print name and address of transferee)
________________________________________________________________________
this Right Certificate, together with all right, title and interest therein,
and does hereby irrevocably constitute and appoint ________________________
Attorney, to transfer the within Right Certificate on the books of the within
named Company, with full power of substitution.
Dated: _______________________, ____
____________________________________
Signature
Signature Guaranteed:
Signatures must be guaranteed by a member firm of a registered national
securities exchange, a member of the National Association of Securities Dealers,
Inc., or a commercial bank or trust company having an office or correspondent in
the United States.
==============================================================================
The undersigned hereby certifies that the Rights evidenced by this Right
Certificate are not beneficially owned by an Acquiring Person or an Affiliate or
Associate thereof (as defined in the Rights Agreement).
____________________________________
Signature
==============================================================================
<PAGE>
Form of Reverse Side of Right Certificate -- continued
FORM OF ELECTION TO PURCHASE
(To be executed if holder desires to exercise
Rights represented by the Right Certificate.)
To: The Providence Journal Company
The undersigned hereby irrevocably elects to exercise ____________ Class B
Rights represented by this Right Certificate to purchase the Class B Common
Shares issuable upon the exercise of such Class B Rights and requests that
certificates for such Class B Common Shares be issued in the name of:
Please insert social security
or other identifying number
_______________________________________________________________
(Please print name and address)
_______________________________________________________________
If such number of Class B Rights shall not be all the Class B Rights evidenced
by this Right Certificate, a new Class B Right Certificate for the balance
remaining of such Class B Rights shall be registered in the name of and
delivered to:
Please insert social security
or other identifying number
_______________________________________________________________
(Please print name and address)
_______________________________________________________________
Dated: ________________________, ____
____________________________________
Signature
Signature Guaranteed:
Signatures must be guaranteed by a member firm of a registered national
securities exchange, a member of the National Association of Securities Dealers,
Inc., or a commercial bank or trust company having an office or correspondent in
the United States.
<PAGE>
Form of Reverse Side of Right Certificate -- continued
==============================================================================
The undersigned hereby certifies that the Rights evidenced by this Right
Certificate are not beneficially owned by an Acquiring Person or an Affiliate or
Associate thereof (as defined in the Rights Agreement).
____________________________________
Signature
===============================================================================
NOTICE
The signature in the Form of Assignment or Form of Election to Purchase, as
the case may be, must conform to the name as written upon the face of this Right
Certificate in every particular, without alteration or enlargement or any change
whatsoever.
In the event the certification set forth above in the Form of Assignment or
the Form of Election to Purchase, as the case may be, is not completed, the
Company and the Rights Agent will deem the beneficial owner of the Rights
evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or
Associate thereof (as defined in the Rights Agreement) and such Assignment or
Election to Purchase will not be honored.
