SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
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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
THE PROVIDENCE JOURNAL COMPANY
(Exact name of registrant as specified in its charter)
Delaware 05-0481966
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(State of incorporation (IRS Employer or
organization) Identification No.)
75 Fountain Street, Providence, Rhode Island 02902
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(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
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None N/A
Securities to be registered pursuant to Section 12(g) of the Act:
Class B Common Stock Rights
(Title of Class)
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
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Exhibit No. Exhibit
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1 Specimen certificate representing the Class B Right.
(Incorporated by reference to Exhibit 2 of Registrant's
Registration Statement on Form 8-A dated May 8, 1996)
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 3.1 of the Registrant's Registration
Statement on Form S-1 (File No. 333-02703).
5 Amended and Restated By-Laws of the Registrant. (Incorporated by
reference to Exhibit 3.2 of the Registrant's Registration
Statement on Form S-1 (File No. 333-02703)
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.
Date: June 19, 1996 THE PROVIDENCE JOURNAL COMPANY
Registrant
By:
/s/ John L. Hammond
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John L. Hammond,
Vice President - General Counsel &
Chief Administrative Officer
