SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
St. Joseph Light & Power Company
(Exact name of registrant as specified in its charter)
Missouri 44-0419850
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
520 Francis Street, St. Joseph, Missouri 64502
(Address of principal executive offices) (Zip Code)
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A(c)(1) please check
the following box. [ ]
If this Form relates to the registration of a class of debt securities and
is to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A(c)(2) please check the following box. [ ]
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 Purchase Rights New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
On September 18, 1996, the Board of Directors (the
"Board") of St. Joseph Light & Power Company, a Missouri
corporation (the "Company"), declared, subject to the
receipt by the Company of the approval of the Public Service
Commission of the State of Missouri, which approval has
since been received, a dividend of one common stock purchase
right (a "Right") for each outstanding share of common
stock, without par value (the "Common Stock"), of the
Company. The dividend is payable on December 4, 1996 (the
"Record Date") to the holders of record of the Common Stock
at the close of business on such date. Each Right entitles
the registered holder (except as described below) to
purchase from the Company one-half of a share of Common
Stock at a price (the "Purchase Price") of $35 per one-half
of a share, subject to adjustment. The terms of the Rights
are set forth in the Rights Agreement dated as of September
18, 1996 (the "Rights Agreement") between the Company and
Harris Trust and Savings Bank, as Rights Agent (the "Rights
Agent"). Capitalized terms not defined herein have the
respective meanings specified in the Rights Agreement.
Initially, the Rights will be attached to all
Common Stock certificates representing shares then
outstanding, and no separate Rights certificates will be
distributed. The Rights will separate from the Common Stock
and the Distribution Date will occur upon the earlier of (i)
10 days following a public announcement that a person or
group of affiliated or associated persons has acquired, or
obtained the right to acquire, beneficial ownership of 15%
or more of the outstanding shares of Common Stock (the
"Stock Acquisition Date"), or (ii) 10 business days
following the commencement of a tender offer or exchange
offer, which, if consummated, would result in a person or
group beneficially owning 15% or more of such outstanding
shares of Common Stock.
Until the Distribution Date, (i) the Rights will
be evidenced by the Common Stock certificates and will be
transferred with and only with such Common Stock
certificates, (ii) new Common Stock certificates issued
after December 4, 1996 will contain a notation incorporating
the Rights Agreement by reference and (iii) the surrender
for transfer of any certificates for Common Stock
outstanding will also constitute the transfer of the Rights
associated with the Common Stock represented by such
certificate.
Pursuant to the Rights Agreement, the Company
reserves the right to require prior to the occurrence of a
Triggering Event (as defined below) that, upon any exercise
of Rights, a number of Rights be exercised so that only
whole shares of Common Stock will be issued.
The Rights are not exercisable until the
Distribution Date and will expire at the close of business
on December 4, 2006, unless earlier redeemed by the Company
as described below.
As soon as practicable after the Distribution
Date, Rights certificates will be mailed to holders of
record of the Common Stock as of the close of business on
the Distribution Date and, thereafter, the separate Rights
certificates alone will represent the Rights. Except as
otherwise provided in the Rights Agreement, only shares of
Common Stock issued prior to the Distribution Date will be
issued with Rights.
In the event that, at any time following the
Distribution Date, a person or group becomes the beneficial
owner of 15% or more of the then outstanding shares of
Common Stock (an "Acquiring Person"), each holder of a Right
will thereafter have the right to receive, upon exercise,
Common Stock having a value equal to two times the exercise
price of the Right. If an insufficient number of shares of
Common Stock is authorized for issuance, then the Board
would be required to substitute cash, property or other
securities of the Company for the Common Stock.
Notwithstanding any of the foregoing, following the
occurrence of the event set forth in this paragraph, all
rights that are, or (under certain circumstances specified
in the Rights Agreement) were, beneficially owned by any
Acquiring Person will be null and void. However, Rights are
not exercisable following the occurrence of the event set
forth in this paragraph until such time as the Rights are no
longer redeemable by the Company as set forth below.
For example, at an exercise price of $35 per
Right, each Right not owned by an Acquiring Person (or by
certain related parties) following an event set forth in the
preceding paragraph would entitle its holder to purchase $70
worth of Common Stock (or other consideration, as noted
above) for $35. Assuming that the Common Stock had a per
share value of $17.50 at such time, the holder of each valid
Right would be entitled to purchase eight one-half shares
(or four whole shares) of Common Stock for $35.
In the event that, at any time following the Stock
Acquisition Date, (i) the Company is acquired in a merger or
other business combination transaction in which the Company
is not the surviving corporation, or (ii) 50% or more of the
Company's assets or earning power is sold or transferred,
each holder of a Right (except Rights which previously have
been voided as set forth above) shall thereafter have the
right to receive, upon exercise, common stock of the
acquiring company having a value equal to two times the
exercise price of the Right. The events set forth in this
paragraph and in the second preceding paragraph are referred
to as the "Triggering Events."
The purchase price payable, and the number of one-halves
of shares of 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, the
Common Stock, (ii) if holders of the Common Stock are granted
certain rights or warrants to subscribe for Common Stock or
convertible securities at less than the current market price
of the Common Stock, or (iii) upon the distribution to holders of
the Common Stock of evidences of indebtedness or assets
(excluding regular quarterly cash dividends) or of
subscription rights or warrants (other than those referred
to above).
With certain exceptions, no adjustment in the
Purchase Price will be required until cumulative adjustments
amount to at least 1% of the Purchase Price. No fractional
shares 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 date prior to the
date of exercise.
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 outstanding shares of Common
Stock, the Board 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
Common Stock per Right (subject to adjustment).
In general, the Company may redeem the Rights in
whole, but not in part, at a price of $.01 per Right
(payable in cash, Common Stock or other consideration deemed
appropriate by the Board) at any time until ten days
following the Stock Acquisition Date. Immediately upon the
action of the Board authorizing any redemption, the Rights
will terminate and the only right of the holders of Rights
will be to receive the redemption price.
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. While the distribution of the rights
will not result in the recognition of taxable income by
stockholders or the Company, stockholders may, depending
upon the circumstances, recognize taxable income in the
event that the Rights become exercisable for Common Stock
(or other consideration) of the Company or for Common Stock
of the acquiring company as set forth above.
The terms of the Rights may be amended by the
Board 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) the sum of .001%
and 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%, 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.
A copy of the Rights Agreement is available free
of charge from the Company. The foregoing summary description
of the Rights does not purport to be complete and is
qualified in its entirety by reference to the Rights
Agreement, which is hereby incorporated herein by reference.
Item 2. Exhibits.
Exhibit
Number Description of Document
4 Rights Agreement dated as of September 18,
1996 between the Company and Harris Trust and
Savings Bank, as Rights Agent, which includes
the Form of Rights Certificate as Exhibit A
and the Summary of Rights to Purchase Common
Stock as Exhibit B. This agreement is
incorporated by reference to Exhibit 4 of the
8-K filing, dated October 1, 1996.
<PAGE>
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, thereunto duly authorized.
ST. JOSEPH LIGHT & POWER
COMPANY
Date: November 20, 1996 By: /s/Larry J. Stoll
Larry J. Stoll
Vice President-Finance,
Treasurer & Assistant
Secretary
(Duly Authorized Officer)
