<PAGE>1
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
PUBLIC SERVICE COMPANY OF
NORTH CAROLINA, INCORPORATED
(Exact name of registrant as specified in its charter)
NORTH CAROLINA 56-0233140
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
400 COX ROAD, P.O. BOX 1398
GASTONIA, NORTH CAROLINA 28053-1398
(Address of principal executive offices)
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
------------------- ------------------------------
Common Stock, $1 Par Value New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
<PAGE>2
Item 1. Description of Registrant's Securities to be Registered.
-------------------------------------------------------
Common Stock, $1 Par Value. The capital stock of Public Service
Company of North Carolina, Incorporated (the "Company" or "Registrant")
to be registered on the New York Stock Exchange, Inc. (the "Exchange")
is the Registrant's Common Stock with a par value of $1 per share.
The Company is authorized to issue 30,000,000 shares of Common
Stock, $1 par value per share, 1,500,000 shares of its $25 par value
Cumulative Preferred Stock and 250,000 shares of its $25 par value
Cumulative Preference Stock. The Cumulative Preferred Stock and the
Cumulative Preference Stock are issuable in series for such
consideration and with such designations, dividend rates, redemption
prices, liquidation rights and preferences, conversion rights and
sinking fund provisions, as may be determined by the Company's Board of
Directors. As of January 31, 1995, 18,462,323 shares of the Company's
Common Stock, no shares of the Company's Cumulative Preferred Stock and
no shares of the Company's Cumulative Preference Stock were issued and
outstanding.
Voting and Other Rights. The holders of the Company's Common
Stock are entitled to one vote per share with respect to each matter
voted on at a shareholder's meeting. A majority of the shares entitled
to vote, represented at a meeting in person or by proxy, constitutes a
quorum, and, in general, a majority of votes cast at a meeting is
sufficient to take action upon routine matters. Directors shall be
elected by a plurality of the votes cast by the shares entitled to vote
in the election at a meeting at which a quorum is present, and each
shareholder entitled to vote in such an election shall be entitled to
vote each share of the Company's Common Stock owned by such shareholder
for as many persons as there are directors to be elected. The holders
of the Company's Common Stock do not have the right to cumulate their
votes in the election for directors, so long as the Company is a public
corporation that has a class of shares registered under the Securities
Exchange Act of 1934, as amended (the "1934 Act"), unless at the time of
such election a single shareholder owns or controls more than one-fourth
of the voting shares of the Company, or unless action is take to provide
otherwise by amendment to the Company's Articles of Incorporation (which
action management does not presently intend to propose).
Under the Company's Articles of Incorporation and Bylaws, the
number of directors shall be not fewer than nine nor more than 18, as
determined from time to time by the Board of Directors. The Company's
directors have fixed the current number of directors at 11, divided into
two classes of three directors each and one class of five directors,
serving staggered three-year terms. Under North Carolina law, only the
Company's shareholders have the right to change the range of number of
directors currently set forth in the Bylaws, by amendment to the
Company's Articles of Incorporation or Bylaws. Vacancies, whether
arising from an increase in the number of directors or from the failure
by shareholders to elect the full authorized number of directors, may be
filled by the shareholders or by the Board of Directors (by the
affirmative vote of a majority of the remaining directors if less than a
quorum of directors remains). Generally, directors may be removed by
the shareholders with or without cause by the affirmative vote of at
least 70% of the outstanding shares of the Company entitled to vote,
voting together as a single class.
<PAGE>3
Except as set forth below, in general, (a) amendments to the
Company's Articles of Incorporation must be approved by each voting
group entitled to vote separately thereon by a majority of the votes
cast by that voting group, unless the amendment creates dissenters'
rights for a particular voting group, in which case such amendment must
be approved by a majority of the votes entitled to be cast by such
voting group, (b) a merger or share exchange must be approved by each
voting group entitled to vote separately thereon by a majority of the
votes entitled to be cast by that voting group and (c) the dissolution
of the Company, or the sale of all or substantially all the property of
the Company other than in the ordinary course of business, must be
approved by a majority of all votes entitled to be cast thereon.
However, a fair price provision in the Company's Articles of
Incorporation requires the affirmative vote of the holders of at least
75% of the outstanding shares of Common Stock to approve certain
business combinations involving the Company, including any merger or
consolidation of the Company with or into any person or entity which is
the beneficial owner of more than 10% of the outstanding shares of
Common Stock of the Company (a "Substantial Shareholder") and any sale
or lease of all or substantially all the assets of the Company to a
Substantial Shareholder. The 75% vote requirement does not apply if (a)
the business combination is approved by a majority of the Continuing
Directors (as defined below) or (b) a proxy or information statement
describing the business combination and complying with the requirements
of the 1934 Act is mailed to all shareholders of the Company, and the
cash, or fair market value of the property, securities or other
consideration, to be received per share in the business combination by
the holders of each class of stock of the Company is not less than the
greater of (i) the highest price per share paid at any time by the
Substantial Shareholder for the acquisition of any shares of such class,
(ii) the fair market value of such share or (iii) the highest price then
being offered for such share in any other bona fide offer to effect a
business combination. A "Continuing Director" is a director who is not
an affiliate or associate of any Substantial Shareholder and who was a
member of the Board of Directors prior to the time the Substantial
Shareholder became a Substantial Shareholder and includes any successor
of a Continuing Director if the successor is not an affiliate or
associate of a Substantial Shareholder and is recommended or elected to
succeed a Continuing Director by a majority of Continuing Directors.
Furthermore, any amendment to the provisions relating to the
Board of Directors requires the affirmative vote of the holders of 70%
of the outstanding shares of the Company entitled to vote unless (a)
there is not then a Substantial Shareholder and the amendment is
approved by a majority of the Board of Directors or (b) there is then a
Substantial Shareholder and such amendment has been approved by a
majority of Continuing Directors. If the 70% affirmative shareholder
vote requirement is not applicable, amendments to the provisions
relating to the Board of Directors must be approved by a majority of the
votes cast with respect to the amendment.
The Board of Directors or the shareholders of the Company may
act to amend or repeal any of the Company's Bylaws, except that any
Bylaw adopted, amended or repealed by the shareholders generally may not
be readopted, amended or repealed by the Board of Directors of the
Company unless otherwise authorized by the shareholders.
<PAGE>4
Holders of the Company's Common Stock shall have dissenters'
rights to appraisal with respect to their shares of Common Stock as
provided by statute in connection with certain types of merger or share
exchange transactions. Dissenters' rights are also available with
respect to certain sales of all or substantially all the Company's
property and certain amendments to the Company's Articles of
Incorporation that materially and adversely affect certain enumerated
rights of a dissenter's shares.
In the event of liquidation or dissolution, the holders of
Common Stock would be entitled to receive pro rata any assets legally
available for distribution to shareholders with respect to shares held
by them, subject to any prior rights of any Cumulative Preferred Stock
and Cumulative Preference Stock then outstanding.
Distributions.
-------------
General Requirements. The Company may issue share
dividends in Common Stock to the holders of shares of
Common Stock. In addition, if certain requirements are
met, share dividends in shares of another class or series
of stock may be issued to holders of Common Stock. The
holders of shares of Common Stock will be entitled to
receive such other distributions as the Board of
Directors of the Company may declare, subject to any
restrictions contained in the Company's Articles of
Incorporation (of which there currently are none),
unless, after giving effect to such distribution, (a) the
Company would not be able to pay its debts as they become
due in the ordinary course of business or (b) the
Company's total assets would be less than the sum of the
Company's total liabilities plus the amount that would be
needed, if the Company were to be dissolved at the time
of the distribution, to satisfy claims of shareholders
which have preferential rights superior to the rights of
holders of Common Stock.
Covenants Restricting Dividends. The Company's debt
agreements contain various covenants relating to the
maintenance of certain financial ratios and conditions,
the most significant of which could restrict payment of
dividends. In addition, unless full dividends have been
paid on any series of Cumulative Preferred Stock and
Cumulative Preference Stock, no dividends may be paid on
any shares of Common Stock. Subject to the rights of the
holders of outstanding Cumulative Preferred Stock or
Cumulative Preference Stock, if any, and the general
requirements and covenants described above, holders of
Common Stock are entitled to receive dividends out of
funds legally available for distribution when and if
declared by the Board of Directors and to share ratably
in the assets of the Company legally available for
distribution to its shareholders in the event of
liquidation, dissolution or winding-up of the Company.
The ability of the Company to pay dividends with respect
to the Common Stock may be affected in the future by
instruments executed by the Company in connection with
the issuance of debt obligations of the Company.
<PAGE>5
Other Rights and Liabilities. Holders of Common Stock have no
preemptive, subscription, redemption or conversion rights. All the
outstanding shares of Common Stock are fully paid and nonassessable.
Indemnification of Officers and Directors. Sections 55-8-50
through 55-8-58 of the North Carolina Business Corporation Act (the
"NCBCA") contain provisions prescribing the extent to which directors
and officers shall or may be indemnified. Section 55-8-51 of the NCBCA
permits a corporation, with certain exceptions, to indemnify a present
or former director against liability if (a) he conducted himself in good
faith, (b) he reasonably believed (i) that his conduct in his official
capacity with the corporation was in its best interests and (ii) in all
other cases, that his conduct was not opposed to the best interests of
the corporation and (c) in the case of any criminal proceeding, he had
no reasonable cause to believe his conduct was unlawful. A corporation
may not indemnify him in connection with a proceeding by or in the right
of the corporation in which he is adjudged liable to the corporation or
in connection with a proceeding charging improper personal benefit to
him. The above standard of conduct is determined by the Board of
Directors, a committee thereof, or special legal counsel, or the
shareholders as prescribed in Section 55-8-55.
Section 55-8-52 and 55-8-56 of the NCBCA require a corporation
to indemnify a director or officer in the defense of any proceeding to
which he was a party against reasonable expenses when he is wholly
successful in his defense, unless the articles of incorporation provide
otherwise. Upon application, the court may order indemnification of the
director or officer if he is adjudged fairly and reasonably so entitled
under Section 55-8-54.
Limitation of Director Liability. The Company's Articles of
Incorporation provide that a director of the Company shall not be liable
for monetary damages for breach of his or her duties as a director
except and only to the extent applicable law restricts the effectiveness
of such provision. Under applicable law, this provision precludes any
claim of the Company's shareholders for monetary damages based on a
breach of duty of directors, with the following exceptions under the
NCBCA: (a) acts or omissions that such director at the time of such
breach knew or believed were clearly in conflict with the best interests
of the corporation, (b) certain unlawful distributions, including
unlawful redemptions of shares, (c) any transaction from which such
director derived an improper personal benefit or (d) acts or omissions
occurring prior to the effectiveness of the provision on April 27, 1988.
Applicable Law. The rights of holders of the Company's Common
Stock are dependent, directly or indirectly, on applicable state and
federal statutes and regulations which are subject to change from time
to time. The Company has not undertaken to update the foregoing
description in each case where such a change may affect the rights of
shareholders.
Item 2. Exhibits.
--------
None.
<PAGE>6
SIGNATURES
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.
PUBLIC SERVICE COMPANY OF
NORTH CAROLINA, INCORPORATED
By: /s/Robert D. Voigt
---------------------
Robert D. Voigt
Senior Vice President-
Finance and Treasurer
Dated: February 22, 1995
