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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A12B/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g)
OF THE SECURITIES EXCHANGE ACT OF 1934
ASSOCIATED NATURAL GAS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 84-1006841
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
370 17th Street, Suite 900, Denver, Colorado 80202
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(303) 595-3331
Securities to be registered pursuant to Section 12(b)
of the Act:
Common Stock, $0.05 Par Value
New York Stock Exchange
Securities to be registered pursuant to Section 12(g)
of the Act: None.
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Item 1: Description of Registrant's Securities to be Registered
Incorporated herein by reference to the section titled "Description of Capital
Stock" of the Registrant's Registration Statement on Form S-4, Registration No.
33-53121.
Item 2: Exhibits
Exhibits filed herewith:
99. The section titled "Description of Capital Stock" of the
Registrant's Registration Statement on Form S-4, Registration
No. 33-53121.
Exhibits filed with the New York Stock Exchange:
1. The Registrant's Annual Report on Form 10-K for the fiscal year
ended September 30, 1993.
2. The Registrant's Quarterly Reports on Form 10-Q for the quarters
ended December 31, 1993, March 31, 1994 and June 30, 1994.
3. The Registrant's Current Reports on Form 8-K dated January 13,
1994, February 25, 1994, April 5, 1994, July 15, 1994 and
October 10, 1994.
4. Proxy Statement for the Annual Meeting of Shareholders held
February 10, 1994.
5. Articles of Incorporation, as amended.
6. By-laws, as amended.
7. Specimen of security being registered.
8. The Registrant's Annual Report to Shareholders with repect to its
fiscal year ended June 30, 1993.
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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.
ASSOCIATED NATURAL GAS CORPORATION
By: /s/ DONALD H. ANDERSON
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Name: Donald H. Anderson
Title: President and Chief
Operating Officer
Dated: November 9, 1994
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Exhibit 99
DESCRIPTION OF ANGC CAPITAL STOCK
ANGC's authorized capital stock consists of 40,000,000 shares of ANGC
Common Stock, of which 13,460,453 shares were outstanding as of May 16, 1994,
and 200,000 shares of preferred stock, $1.00 par value, none of which are
outstanding.
ANGC COMMON STOCK
Holders of ANGC Common Stock are entitled to one vote for each share
held and have no pre-emptive or other rights to subscribe for additional shares.
The ANGC Common Stock does not have cumulative voting rights, which means that
the holders of more than 50 percent of the outstanding ANGC Common Stock voting
in the election of directors can elect all of the directors if they so choose,
and in such event the holders of the remaining shares of ANGC Common Stock will
not be able to elect any directors. Subject to outstanding contractual
restrictions, holders of ANGC Common Stock are entitled to such dividends as may
be declared by the Board of Directors out of funds legally available therefor.
ANGC's debt agreements contain provisions restricting ANGC's ability to pay
dividends. Under the most restrictive of these provisions, approximately $63
million was available for the payment of dividends on March 31, 1994. All of
the outstanding shares of ANGC Common Stock are, and the shares of ANGC Common
Stock to be issued in the Merger upon their issuance will be, validly issued,
fully paid and non-assessable.
PREFERRED STOCK
Of the 200,000 shares of preferred stock originally authorized, 75,620
were issued and subsequently converted into ANGC Common Stock. At this time the
Board of Directors has the authority to issue the remaining 124,380 shares of
preferred stock in series and to fix the rights and preferences, including the
dividend rights, conversion rights, voting rights, terms of redemption
(including sinking fund provisions), redemption price or prices, liquidation
preferences and the number of shares constituting any series or the designations
of such series, without any further vote or action by the stockholders. Thus,
any series may, if so determined by the Board of Directors, have full voting
rights with the ANGC Common Stock or superior or limited voting rights, be
convertible into ANGC Common Stock or another security of ANGC, and have such
other relative rights,
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preferences and limitations as the Board of Directors shall determine. As a
result, any class or series of preferred stock could have rights which would
adversely affect the voting power of the ANGC Common Stock. The shares of any
class or series of preferred stock need not be identical.
ANGC has no present plans to issue any series of preferred stock. Any
such issuance could, however, be used by management to dilute the voting and
ownership interest of persons seeking to gain control of ANGC.
LIMITATION OF LIABILITY OF DIRECTORS
In accordance with amendments to the DGCL adopted in response to
changes in the market for directors' liability insurance, ANGC's Certificate of
Incorporation eliminates in certain circumstances the liability of directors of
ANGC for monetary damages for breach of their fiduciary duty of care as
directors. This provision does not abrogate the director's duty of care, nor
does it eliminate the liability of a director (i) for a breach of the director's
duty of loyalty to ANGC or its stockholders, (ii) for acts of omissions by the
director not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under section 174 of the DGCL (relating to the
declaration of dividends and purchase or redemption of shares in violation of
the DGCL), (iv) for transactions from which the director derived an improper
personal benefit, and (v) for any violation of the Federal securities laws.
Although in certain circumstances money damages are precluded, a director
remains liable for equitable remedies such as injunction or rescission. The
effect of any repeal or amendment of this provision would not be retroactive.
TRANSFER AGENT
The transfer agent and registrar for the ANGC Common Stock is The First
National Bank of Boston.
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