FORM 8-A/A
AMENDMENT NO. 2
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
NORWICH FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
Delaware 06-1226755
(State of incorporation (IRS Employer Identification No.)
or organization)
4 Broadway, P.O. Box 1048, Norwich, Connecticut 06360
(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
Securities to be registered pursuant to Section 12(g) of the Act:
Rights to purchase preferred stock, $0.01 par value
(Title of class)
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Item 1. Description of Registrant's Securities to be Registered.
On November 21, 1989, the Board of Directors of Norwich Financial Corp.
(the "Company") declared a dividend of one preferred share purchase right (a
"Right") for each of the then outstanding shares of Common Stock, par value
$0.01 per share, (the "Common Stock") of the Company. The dividend is payable
on December 4, 1989 (the "Record Date") to the stockholders of record on that
date. Each Right initially entitles the registered holder to purchase from the
Company one one-hundredth of a share of Series A Preferred Stock, par value
$0.01 per share (the "Preferred Stock"), of the Company at a price of $45.00
per one one-hundredth of a share of Preferred Stock (the "Purchase Price"),
subject to adjustment. The description and terms of the Rights are set forth
in a Rights Agreement (the "Rights Agreement") between the Company and Chase
Mellon Shareholder Services LLC as successor Rights Agent (the "Rights Agent"),
as amended by Amendment No. 1 and Amendment No. 2 to the Rights Agreement.
Until the earlier to occur of (i) 10 days following a public
announcement that a person or group of affiliated or associated persons have
acquired beneficial ownership of 20% or more of the outstanding shares of
Common Stock, (ii) 10 days following a public announcement that a person or
group of affiliated or associated persons have acquired beneficial ownership of
10% or more of the outstanding shares of Common Stock and the Board has
declared that the ownership of such Common Stock by such person will, among
other things, jeopardize the financial integrity of the Company or prejudice
the interests of stockholder (an "Adverse Person") (such Adverse Person and the
person defined in clause (i) above being referred to as the "Acquiring
Person"), or (iii) 10 days (or such later date as may be determined by action
of the Board of Directors prior to such time as any Person 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 20% or more of the outstanding
shares of Common Stock (the earlier of such dates being called the
"Distribution Date"), the Rights will be evidenced, with respect to any of the
Common Stock certificates outstanding as of the Record Date, by such Common
Stock certificate with a copy of this summary of Rights attached thereto.
The Rights Agreement provides that, until the Distribution Date, 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 this 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 Rights ("Rights Certificates") will be mailed to
the 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.
The Rights are not exercisable until the Distribution Date. The Rights
will expire on December 4, 1999 (the "Final Expiration Date"), unless the Final
Expiration Date is extended or unless the Rights are earlier redeemed by the
Company, in each case as described below.
The Purchase Price payable, and the number of shares of Preferred 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, the
Preferred Stock, (ii) upon the grant to holders of the Preferred Stock of
certain rights, options or warrants to subscribe for or purchase shares of
Preferred Stock (or shares having the same rights, privileges and preferences
as the Preferred Stock ("equivalent preferred stock") at a price, or securities
convertible into shares of Preferred Stock or equivalent preferred stock with a
conversion price, less than the then current per share market price of the
Preferred Stock or (iii) upon the distribution to holders of the Preferred
Stock of evidences of indebtedness, cash (excluding regular quarterly cash
dividends paid at a rate not in excess of 125% of the rate of the highest
regular periodic cash dividend paid during the immediately preceding two
years), assets, stock (other than a dividend payable in Preferred Stock) or of
subscription rights, options or warrants (other than those referred to above).
The number of outstanding Rights and the number of one one-hundredths
of a share of Preferred Stock issuable upon exercise of each Right are also
subject to adjustment in the event of a stock split of the shares of Common
Stock or a stock dividend on the Common Stock payable in shares of Common Stock
or subdivisions, combinations or consolidations of the Common Stock by
reclassification or otherwise than by payment of dividends in shares of
Common Stock occurring, in any such case, prior to the Distribution Date.
Preferred Stock purchasable upon exercise of the Rights will not be
redeemable. Each share of Preferred Stock will be entitled to a minimum
preferential quarterly dividend payment of $1.00 per share but will be entitled
to an aggregate dividend of 100 times the dividend declared per share of Common
Stock. In the event of liquidation, the holders of the preferred Stock will be
entitled to a minimum preferential liquidation payment of $100 per share but
will be entitled to an aggregate payment of 100 times the payment made per
share of Common Stock. Each share of Preferred Stock will have 100 votes (and
each one one-hundredth of a share shall entitle the holder thereof to one
vote), voting together with the Common Stock. Finally, in the event of any
merger, consolidation or other transaction in which Common Stock is exchanged,
each share of Preferred Stock will be entitled to receive 100 times the amount
received per share of Common Stock. These rights are protected by customary
antidilution provisions.
Because of the nature of the Preferred Stock's dividend, liquidation
and voting rights, the value of a one one-hundredth interest in a share of
Preferred Stock purchasable upon exercise of each Right should approximate the
value of one share of Common Stock.
In the event that, after the Distribution Date, the Company should
consolidate or merge with and into any other person and the Company is not the
surviving company, or, if the Company should be the surviving company, all or
part of the Company's Common Stock is changed or exchanged for securities of
any other person or if 50% or more of the Company's consolidated assets or
earning power are sold, 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, that number of shares of common stock of
such other person which at the time of such transaction will have a market
value of two times the Purchase Price. In the event that any person becomes an
Acquiring Person, proper provision shall be made so that each holder of
a Right (other than Rights beneficially owned by the Acquiring Person or any
Affiliate or Associate of an Acquiring Person which will thereafter be null and
void) will thereafter have the right to receive upon the exercise thereof at
the then current Purchase Price, that number of shares of Common Stock having a
market value of two times the Purchase Price (or, in the event that the number
of shares of authorized but unissued Common Stock of the Company is
insufficient to permit the full exercise of the Rights by the holders thereof,
any combination of cash or other equity or debt securities or other assets of
the Company which, when added to the value of the shares of Common Stock
actually issued upon the exercise of the Rights, shall have an aggregate value
equal to two times the Purchase Price).
At any time after a person or group becomes an Acquiring Person and
prior to the acquisition by such person or group of 50% or more of the
outstanding Common Stock, the Board of Directors of the Company may exchange
the Rights (other than Rights owned by such person or group which have become
null and void), in whole or in part, at an exchange ratio of one share of
Common Stock, or one one-hundredth of a share of Preferred Stock (or of
equivalent preferred stock), per 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 shares of Preferred Stock will be issued
(other than fractions which are integral multiples of one one-hundredth of a
share of Preferred Stock, which may, at the election of the Company, be
evidenced by depositary receipts) and in lieu thereof, an adjustment in cash
may be made based on the market price of the Preferred Stock on the last
trading day prior to the date of exercise.
At any time prior to the earlier of fourteen days following the date
that any person or group becomes an Acquiring Person, (subject to extension by
the Board of Directors of the Company), or the Final Expiration Date, 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"); provided, that if the Board
authorizes redemption of the Rights after the first dates of public
announcement by the Company or an Acquiring Person that an Acquiring Person has
become such, there must be Continuing Directors (as such term is defined in the
Rights Agreement) then in office and a majority of the Directors of the Board
and a majority of the Continuing Directors must approve such redemption. The
redemption of the Rights may be made effective at any such time, on such
basis and 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.
Prior to the Distribution Date, the terms of the Rights Agreement may
be amended by the Company in any manner the Company may deem desirable without
the consent of the holders of the Rights or holders of the Common Stock. From
and after the Distribution Date, the terms of the Rights Agreement may be
amended by the Company without the consent of the holders of the Rights or
holders of the Common Stock in any manner which the Company may deem
necessary or desirable so long as such supplement or amendment does not
adversely affect the interests of Rights holders (other than the Acquiring
Person or any Associate or Affiliates), and provided that such supplement or
amendment may not lengthen the time period for redemption of the Rights if the
Rights are not then redeemable, and provided that there must be Continuing
Directors then in office and that a majority of the Board and a majority of the
Continuing Directors must approve such amendment. The Company may at any time
prior to such time as a person or group of affiliated or associated persons
becomes an Acquiring Person lower the threshold for a person or group becoming
an Acquiring Person from 20% to not less than the greater of (i) any percentage
greater than the largest percentage of the outstanding shares of Common Stock
then known to the Company to be beneficially owned by any person or group of
affiliated or associated persons and (ii) 10%. In no case shall any amendment
or supplement at any time decrease the Redemption Price, the period of time
remaining until the Final Expiration Date, the Purchase Price or the number of
one one-hundredths of a share of Preferred Stock for which a Right is
exercisable.
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.
Notwithstanding any provisions to the contrary in the Rights Agreement,
no holder of a Right or a Right Certificate or any Common Stock may exercise
any Right prior to the effective time (the "Effective Time") of the proposed
merger of the Company and The Norwich Savings Society, a wholly owned
subsidiary of the Company (the "Bank"), with and into People's Bank, pursuant
to the Agreement and Plan of Merger dated as of September 3, 1997 by and among
the People's Bank, the Company and the Bank (the "Merger Agreement"). All of
the Rights shall expire and cease to be exercisable at the Effective Time.
Further, neither People's Bank nor its holding company. People's Mutual
Holdings, shall be deemed to be an Acquiring Person or an Adverse Person by
virtue of entering into the Merger Agreement or the Stock Option Agreement
contemplated by the Merger Agreement or exercising the option granted by such
Stock Option Agreement or consummating the Merger contemplated by the Merger
Agreement.
A copy of the Rights Agreement is attached hereto as an Exhibit and is
incorporated herein by reference. A copy of Amendment No. 1 to the Rights
Agreement, is attached hereto as an Exhibit and incorporated herein by
reference. A copy of Amendment No. 2, which adds a new Section, Section 34, to
the Rights Agreement, is attached hereto as an Exhibit. The foregoing
description of the Rights does not purport to be complete and is qualified in
its entirety by reference to such Exhibits.
Item 2. Exhibits.
Listed below are all Exhibits filed as part of this Amendment.
Exhibit No. Description
1 Rights Agreement (Incorporated by
reference to Exhibit 1 to the
Company's Registration Statement
on Form 8-A (No. 89 25 0729) filed
on November 29, 1989)
2 Amendment No. 1 to the Rights
Agreement (Incorporated by
reference to Exhibit 1 to the
Company's Registration Statement
on Form 8-A/A (No. 92 18 5154)
filed on July 15, 1992)
3 Amendment No. 2, dated September
3, 1997, to the Rights Agreement
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this Amendment to be signed on its
behalf by the undersigned, thereunto duly authorized.
NORWICH FINANCIAL CORP.
Date: September 17, 1997 By /s/ Daniel R. Dennis, Jr.
Name: Daniel R. Dennis, Jr.
Title: President
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EXHIBIT INDEX
Exhibit No. Description Page
3 Amendment No. 2 to Rights Agreement 9
<PAGE>
SECOND AMENDMENT TO THE RIGHTS AGREEMENT
DATED AS OF NOVEMBER 21, 1989
BETWEEN NORWICH FINANCIAL CORPORATION
AND CHASE MELLON SHAREHOLDER SERVICES LLC
Pursuant to Section 27 of the Rights Agreement dated as of November 21,
1989, as amended (the "Rights Agreement") between Norwich Financial Corp. ( the
"Company") and Chase Mellon Shareholder Services LLC, as successor Rights
Agent, the Company hereby enters into this Second Amendment to the Rights
Agreement with the successor Rights Agent and amends the Rights Agreement as
follows:
1. The following new Section 34 is hereby added to the Rights Agreement:
Section 34. Effects of Merger Agreement. (a) Notwithstanding any
provisions to the contrary in this Agreement, (1) no holder of a Right or a
Right Certificate or any Common Stock may exercise any Right prior to the
effective time (the "Effective Time") of the proposed merger of the Company and
The Norwich Savings Society, a wholly owned subsidiary of the Company
(the "Company Subsidiary Bank") with and into People's Bank (the "Bank"),
pursuant to the Agreement and Plan of Merger dated as of September 3, 1997 by
and among the Bank, the Company and the Company Subsidiary Bank (the "Merger
Agreement"), and (2) all of the Rights shall expire and cease to be exercisable
at the Effective Time.
(b) Neither People's Mutual Holdings nor People's Bank shall be deemed to be an
Acquiring Person or an Adverse Person by virtue of entering into the Merger
Agreement or the Stock Option Agreement contemplated by the Merger Agreement or
exercising the option granted by such Stock Option Agreement or consummating
the Merger contemplated by the Merger Agreement.
This Second Amendment shall become effective as of September 3, 1997.
NORWICH FINANCIAL CORP. CHASE MELLON SHAREHOLDER
SERVICES LLC, as successor Rights Agent
By /s/ Daniel R. Dennis, Jr. By /s/ Nathan L. Hill
Name: Daniel R. Dennis, Jr, Name: Nathan L. Hill
Title: President Title: Assistant Vice President
