SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
CINERGY CORP.
(Exact name of Registrant as specified in its charter)
DELAWARE 31-1385023
(State of (IRS Employer
Incorporation) Identification No.)
139 EAST FOURTH STREET
CINCINNATI, OHIO 45202
(Address of principal executive offices, including zip code)
If this form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. XX
If this form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box.
Securities Act registration statement file number to which this form
relates: N/A
(If applicable)
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)
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Item 1. Description of Registrant's Securities to be Registered.
On July 19, 2000, the Board of Directors of Cinergy Corp., a
Delaware corporation (the "Company"), declared a dividend distribution of
one common share purchase right (a "Right") for each outstanding common
share, par value $0.01 per share, of the Company (the "Common Stock"). The
dividend is payable to holders of record of the Common Stock as of the
close of business on October 30, 2000.
Pursuant to the Rights Agreement between the Company and The
Fifth Third Bank, as Rights Agent (the "Rights Agreement"), each Right,
when it becomes exercisable, entitles the holder thereof to purchase one
share of Common Stock at a price of $100 per whole share of Common Stock,
subject to adjustment (the "Purchase Price"). Initially, the Rights will
be attached to the certificates representing outstanding Common Stock, and
no separate certificates evidencing the Rights (the "Rights Certificates")
will be distributed. Until the earlier to occur of (i) ten days following
a public announcement that a person or group of affiliated or associated
persons (an "Acquiring Person") has acquired, or obtained the right to
acquire, beneficial ownership of 10% or more of the outstanding Common
Stock (the "Stock Acquisition Date") other than as a result of repurchases
of stock by the Company or certain inadvertent actions by institutional or
other stockholders, or (ii) ten business days following the commencement of
(or public announcement of the intent to commence) a tender offer or
exchange offer by any person or group if upon consummation thereof, such
person or group would be the beneficial owner of 10% or more of the
outstanding Common Stock (the earliest of such dates being called the
"Distribution Date"), the Rights will be evidenced by the Common Stock
certificates.
The Rights Agreement provides that, until the Distribution Date,
the Rights will be transferred with and only with Common Stock
certificates. Until the Distribution Date (or earlier redemption or
expiration of the Rights), the transfer of any Common Stock certificate
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, Right Certificates will be mailed to holders of
record of the Common Stock as of the close of business on the Distribution
Date and, thereafter, such separate Right Certificates alone will evidence
the Rights.
The Rights are not exercisable until the Distribution Date and
will expire at the Close of Business on October 30, 2010, unless earlier
redeemed or extended by the Company as described below.
In the event that a person or group becomes an Acquiring Person
(other than pursuant to an offer for all outstanding Common Stock at a
price and on terms which a majority of the independent members of the
Company's board of directors determine to be adequate and otherwise to be
in the best interests of the Company and its stockholders, after receiving
advice from one or more investment banking firms (a "Qualified Offer")),
the Rights Agreement provides that proper provision shall be made so that
each holder of a Right will thereafter have the right to receive, upon the
exercise thereof, Common Stock (or, in certain circumstances, cash,
property or other securities of the Company) having a value equal to two
(2) times the then current Purchase Price. However, Rights are not
exercisable following the occurrence of either of the events set forth
above until such time as the Rights are no longer redeemable by the Company
as set forth below. Notwithstanding the foregoing, following the occurrence
of any of the events set forth in this paragraph, any Rights that are, or
(under certain circumstances specified in the Rights Agreement) were,
beneficially owned by an Acquiring Person shall immediately become null and
void.
In the event that following the Stock Acquisition Date, (i) the
Company engages in a merger or consolidation in which the Company is not
the surviving corporation (other than with an entity which acquired the
shares pursuant to a Qualified Offer), (ii) the Company engages in a merger
or consolidation with another person in which the Company is the surviving
corporation, but in which all or part of its Common Stock are changed or
exchanged, or (iii) 50% or more of the Company's assets or earning power is
sold or transferred (except with respect to clause (i) and (ii), a
"cleanup" merger which follows an offer described in the preceding
paragraph), the Rights Agreement provides that proper provision shall be
made so that each holder of a Right shall thereafter have the right to
receive, upon the exercise thereof, Common Stock of the acquiring company
having a value equal to two (2) times the then current Purchase Price. The
events set forth in this paragraph and in the preceding paragraph are
referred to as the "Triggering Events."
The Purchase Price and the number of shares of Common Stock
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)
upon the grant to holders of the Common Stock of certain rights or warrants
to subscribe for Common Stock or securities convertible into Common Stock
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 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 require an adjustment of at least
1% in such Purchase Price. No fractional Common Stock will be issued upon
exercise of the Rights and, in lieu thereof, a cash payment 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 the date of the Rights Agreement until ten days
following the Stock Acquisition Date, the Board of Directors of the Company
may redeem the Rights in whole, but not in part, at a price of $0.01 per
Right, payable in cash or stock (the "Redemption Price"). Immediately upon
the action of the Board of Directors of the Company ordering redemption of
the Rights, 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 be taxable to stockholders or to the
Company, stockholders may, depending upon the circumstances, recognize
taxable income in the event that a Triggering Event shall occur.
Any of the provisions of the Rights Agreement may be amended by
the Board of Directors of the Company prior to the Distribution Date. After
the Distribution Date, the provisions of the Rights Agreement may be
amended by the Board of Directors of the Company in order to cure any
ambiguity, defect or inconsistency; to shorten or lengthen any time period
under the Rights Agreement; or in any other respect that will not adversely
affect the interests of holders of Rights; provided, however, that no
amendment may be made at such time as the Rights are not redeemable.
The Rights will not prevent a takeover of the Company. The
Rights may, however, cause substantial dilution to a person or group that
attempts to acquire the Company without conditioning the offer on the
Rights being redeemed by the Company's board of directors. In general, the
Rights should not interfere with any business combination that is approved
by the Board of Directors because the Rights may be redeemed before the
consummation of the transaction.
A copy of the Rights Agreement is attached as an exhibit hereto
and is incorporated herein by reference. The above summary of the Rights
is qualified in its entirety by reference to the Rights Agreement.
Item 2. Exhibits.
(1) Rights Agreement, dated as of October 16, 2000, between
Cinergy Corp. and The Fifth Third Bank, as Rights Agent,
including form of Rights Certificate as Exhibit A and
Summary of Rights to Purchase Common Stock as Exhibit B.
<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.
Dated: October 16, 2000
CINERGY CORP.
By: /s/William J. Grealis
Executive Vice President
and Chief of Staff
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
(1) Rights Agreement, dated as of October 16, 2000, between
Cinergy Corp. and The Fifth Third Bank, as Rights Agent,
including form of Rights Certificate as Exhibit A and
Summary of Rights to Purchase Common Stock as Exhibit B.
