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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A/A
(AMENDMENT NO. 1)
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
MCN ENERGY GROUP INC.
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(Exact Name of Registrant as Specified in its Charter)
<TABLE>
<S> <C>
Michigan 38-2820658
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(State of Incorporation or Organization) (IRS Employer
Identification No.)
500 Griswold Street
Detroit, Michigan 48226
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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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Preferred Share Purchase Rights New York Stock Exchange
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Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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The undersigned registrant hereby amends Items 1 and 2 of its Registration
Statement on Form 8-A dated December 28, 1989, as set forth herein.
ITEM 1. AMENDED AND RESTATED DESCRIPTION OF REGISTRANT'S SECURITIES TO BE
REGISTERED.
On December 20, 1989, the Board of Directors of MCN Energy Group Inc.
(then MCN Corporation) (the "Company") declared a dividend of one preferred
share purchase right (a "Right") for each outstanding share of common stock,
par value $.01 per share (the "Common Shares"), of the Company. The dividend
was payable on January 12, 1990 (the "Record Date") to the stockholders of
record on that date. Giving effect to the amendment to the agreement governing
the Rights discussed below, each Right entitles the registered holder to
purchase from the Company one one-hundredth of a share of Junior Participating
Preferred Stock, Series A, without par value (the "Preferred Shares"), of the
Company at a price of $300 per one one-hundredth of a Preferred Share (the
"Purchase Price"), subject to adjustment. The description and terms of the
Rights are set forth in a Rights Agreement (the "Rights Agreement"), dated as
of December 20, 1989, as amended as of July 23, 1997, between the Company and
First Chicago Trust Company of New York, as successor Rights Agent ( the
"Rights Agent").
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") has acquired beneficial ownership of 20% or more of the outstanding
Common Shares 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 or associated 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 Common Shares
(the earlier of such dates being called the "Distribution Date"), the Rights
will be evidenced, with respect to any of the Common Share certificates
outstanding as of the Record Date, by such Common Share certificate with a copy
of a Summary of Rights to Purchase Preferred Shares (the "Summary") 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 Shares. Until the Distribution Date (or earlier
redemption or expiration of the Rights), new Common Share certificates issued
after the Record Date upon transfer or new issuance of Common Shares 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 Shares outstanding as of
the Record Date, even without such notation or a copy of the Summary being
attached thereto, will also constitute the transfer of the Rights associated
with the Common Shares represented by such certificate. As soon as practicable
following the Distribution Date, separate certificates evidencing the Rights
("Right Certificates") will be mailed to holders of record of the Common Shares
as of the close of business on the Distribution Date and such separate Right
Certificates alone will evidence the Rights.
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The Rights are not exercisable until the Distribution Date. The Rights
will expire on July 23, 2007 (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 Preferred Shares 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 Shares, (ii) upon the grant to holders of the Preferred Shares of
certain rights or warrants to subscribe for or purchase Preferred Shares at a
price, or securities convertible into Preferred Shares with a conversion price,
less than the then-current market price of the Preferred Shares or (iii) upon
the distribution to holders of the Preferred Shares of evidences of
indebtedness or assets (excluding regular periodic cash dividends paid out of
earnings or retained earnings or dividends payable in Preferred Shares) or of
subscription rights or warrants (other than those referred to above).
The number of outstanding Rights and the number of one-hundredths of a
Preferred Share issuable upon exercise of each Right are also subject to
adjustment in the event of a stock split of the Common Shares or a stock
dividend on the Common Shares payable in Common Shares or subdivisions,
consolidations or combinations of the Common Shares occurring, in any such
case, prior to the Distribution Date. The Board of Directors of the Company,
on October 27, 1994, authorized a two-for-one split of common stock to
shareholders of record on November 10, 1994.
Preferred Shares purchasable upon exercise of the Rights will not be
redeemable. Each Preferred Share will be entitled to a minimum preferential
quarterly dividend payment of $1 per share but will be entitled to an
aggregate dividend of 100 times the dividend declared per Common Share. In the
event of liquidation, the holders of the Preferred Shares 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 Common Share. In the
event of any merger, consolidation or other transaction in which Common Shares
are exchanged, each Preferred Share will be entitled to receive 100 times the
amount received per Common Share. These rights are protected by customary
antidilution provisions. Each Preferred Share will also have one vote, voting
together with the Common Shares.
Because of the nature of the Preferred Shares' dividend and liquidation
rights, and the non-redemption feature, the value of the one one-hundredth
interest in a Preferred Share purchasable upon exercise of each Right should
approximate the value of one Common Share.
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, proper provision will be made so that each holder of a Right
will thereafter have the right to receive upon exercise that number of shares
of common stock of the acquiring company which at the time of such
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transaction will have a market value of two times the Purchase Price. 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
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 Common Shares having a market value of two times the Purchase
Price.
At any time after any Person becomes an Acquiring Person and prior to the
acquisition by such person or group of 50% or more of the outstanding Common
Shares, 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 Common Share, or one
one-hundredth of a Preferred Share (or of a share of a class or series of the
Company's preferred stock having equivalent rights, preferences and
privileges), 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 Preferred Shares will be issued (other than
fractions which are integral multiples of one one-hundredth of a Preferred
Share, which may, at the election of the Company, be evidenced by depositary
receipts) and in lieu thereof, an adjustment in cash will be made based on the
market price of the Preferred Shares 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 20% or more of the outstanding
Common Shares, 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 described above to not less than the
greater of (i) any percentage greater than the largest percentage of the
outstanding Common Shares then known to the Company to be beneficially owned by
any person or group of affiliated or associated persons and (ii) 10%, 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.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
on terms not approved by the Company's
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Board of Directors, except pursuant to an offer conditioned on a substantial
number of Rights being acquired. The Rights should not interfere with any
merger or other business combination approved by the Board of Directors since
the Rights may be redeemed by the Company at the Redemption Price prior to the
time that a person or group has acquired beneficial ownership of 20% or more of
the Common Shares.
The Rights Agreement, dated as of December 20, 1989, between the Company
and National Bank of Detroit, as Rights Agent, specifying the terms of the
Rights and including the form of the Certificate of Establishment and
Designation setting forth the terms of the Preferred Shares as an exhibit
thereto, and the Amendment to the Rights Agreement, dated July 23, 1997,
between the Company and First Chicago Trust Company of New York, as successor
Rights Agent, are attached hereto as exhibits and are incorporated herein by
reference. The foregoing description of the Rights is qualified in its
entirety by reference to such exhibits.
ITEM 2. EXHIBITS.
4.1 Rights Agreement, dated as of December 20, 1989, between MCN
Energy Group Inc. (formerly MCN Corporation) and National Bank of
Detroit, as Rights Agent, which includes the form of Certificate of
Establishment and Designation setting forth the terms of the Junior
Participating Preferred Stock, Series A, without par value, as
Exhibit A, the form of Right Certificate as Exhibit B and the
Summary of Rights to Purchase Preferred Shares as Exhibit C
(incorporated by reference to Exhibit 1 to the Company's
Registration Statement on Form 8-A dated December 28, 1989) (the
"Rights Agreement").
4.2 Amendment, dated as of July 23, 1997, to the Rights Agreement
(incorporated by reference to Exhibit 4 to the Company's Current
Report on Form 8-K dated July 23, 1997).
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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.
MCN ENERGY GROUP INC.
By: /s/ Daniel L. Schiffer
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Name: Daniel L. Schiffer
Title: Senior Vice President, General
Counsel and Secretary
Dated: July 28, 1997
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EXHIBIT LIST
4.1 Rights Agreement, dated as of December 20, 1989, between MCN
Energy Group Inc. (formerly MCN Corporation) and National Bank of
Detroit, as Rights Agent, which includes the form of Certificate of
Establishment and Designation setting forth the terms of the Junior
Participating Preferred Stock, Series A, without par value, as
Exhibit A, the form of Right Certificate as Exhibit B and the
Summary of Rights to Purchase Preferred Shares as Exhibit C
(incorporated by reference to Exhibit 1 to the Company's
Registration Statement on Form 8-A dated December 28, 1989) (the
"Rights Agreement").
4.2 Amendment, dated as of July 23, 1997, to the Rights Agreement
(incorporated by reference to Exhibit 4 to the Company's Current
Report on Form 8-K dated July 23, 1997).
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