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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
UNICOM CORPORATION
(Exact name of registrant as specified in its charter)
Illinois 36-3961038
(State of incorporation or organization) (I.R.S. Employer Identification
Number)
37th Floor, 10 South Dearborn Street
Post Office Box A-3005
Chicago, Illinois 60690-3005
(312) 394-7399
(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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Common stock New York Stock Exchange
purchase rights Chicago Stock Exchange
Pacific Exchange
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), check the following box. [x]
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), check the following box. [ ]
Securities Act registration statement file number to which this form
relates:
.......................(if applicable)
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.
On February 2, 1998, the Board of Directors of Unicom Corporation (the
"Company") declared a dividend distribution of one Right for each outstanding
share of the Company's common stock, without par value ("Common Stock"), to
shareholders of record at the close of business on February 13, 1998. Each Right
entitles the registered holder to purchase from the Company one-thousandth of
one share of Common Stock at a purchase price (the "Purchase Price") of $100 per
whole share of Common Stock (equivalent to $.10 for each one-thousandth of one
share of Common Stock), subject to adjustment. The description and terms of the
Rights are set forth in a Rights Agreement (the "Rights Agreement") dated as of
February 2, 1998 between the Company and First Chicago Trust Company of New
York, as Rights Agent.
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 (an
"Acquiring Person") 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 (or such later date as may be
determined by action of the Board of Directors prior to such time as any person
or group becomes an Acquiring Person) following the commencement of a tender
offer or exchange offer, which, if consummated, would result in a person or
group becoming an Acquiring Person.
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 February 13, 1998
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.
The Rights are not exercisable until the Distribution Date and will expire
at the close of business on February 2, 2008, 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 an Acquiring Person, each holder of a Right will thereafter have
the right to
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receive, upon exercise, Common Stock at a 50% discount from the then current
market price. 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 $100 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 $200 worth
of Common Stock (or other consideration, as noted above) at a purchase price per
share equal to 50% of the then current market price of a share of Common Stock.
Assuming that the Common Stock had a per share value of $50 at such time, the
holder of each valid Right would be entitled to purchase four shares of Common
Stock for $100.
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 at a 50% discount from the then current market price of such
common stock. 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 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 stock
dividend on, or a subdivision, combination or reclassification of, the shares of
Common Stock, (ii) if holders of the Common Stock are granted certain rights,
options 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. In lieu thereof,
there shall be paid to registered holders of Rights Certificates an amount in
cash based on the market price of the shares of Common Stock on the last trading
day 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
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Common Stock, 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 share of Common Stock (or other
equity securities of the Company having equivalent rights, preferences and
privileges), 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 (subject to adjustment and payable in cash, Common
Stock or other consideration deemed appropriate by the Board of Directors) at
any time until ten days following the Stock Acquisition Date. Immediately upon
the action of the Board of Directors authorizing any redemption, the Rights will
terminate and the only right of the holders of Rights will be to receive the
redemption price. Notwithstanding the foregoing, in the event that a majority of
the Board of Directors is elected by shareholder action by written consent, or
is comprised of persons elected at a meeting of shareholders who were not
nominated by the Board of Directors in office immediately prior to such meeting,
then (i) for a period of one hundred eighty days (180) days following the
effectiveness of such election (the "180 Day Period"), the Rights may not be
redeemed and (ii) after such 180 Day Period, the Rights may not be redeemed
unless (A) the Board of Directors has one or more directors (the "Disinterested
Director(s)") who are not officers or employees of the Company and are not
Affiliates of any Person that has in the last two years publicly stated an
intent to acquire all or a majority of the common equity interests in the
Company or a majority in value of the Company's assets (whether by purchase of
securities, assets, merger or otherwise) and (B) the redemption of the Rights is
approved by a majority of the Disinterested Director(s).
Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder 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 shareholders or the Company,
shareholders may, depending upon the circumstances, recognize taxable income
after a Triggering Event.
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)
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. This description of the Rights does not purport to be complete and is
qualified in its entirety by reference to the Rights Agreement, which is
incorporated herein by reference.
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Item 2. Exhibits
Exhibit 1. Rights Agreement dated as of February 2, 1998 between Unicom
Corporation and First Chicago Trust Company of New York, as Rights
Agent (Incorporated by reference to Exhibit 4 to the Registrant's
Current Report on Form 8-K dated February 2, 1998.)
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SIGNATURE
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Pursuant to the requirements 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.
UNICOM CORPORATION
(registrant)
By: /s/ John C. Bukovski
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John C. Bukovski
Senior Vice President
Dated: February 6, 1998
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