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
CONNECTICUT ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
Connecticut 06-0869582
(State or Other Jurisdiction (IRS Employer
of Incorporation) Identification No.)
855 Main Street
Bridgeport, Connecticut 06604
(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
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(Title of class)
Item 1. Description of Securities To Be Registered
On July 28, 1998, the Board of Directors of Connecticut
Energy Corporation (the "Company") declared a dividend
distribution of one Right for each outstanding share of Common
Stock, par value $1.00, of the Company (the "Common Stock") to
shareholders of record at the close of business on September 18,
1998 (the "Record Date"). The Rights are to be issued pursuant
to a shareholder rights plan which was approved by the Board of
Directors on July 28, 1998. Each Right entitles the registered
holder to purchase from the Company one-half of one share of
Common Stock at a price of $90.00 per share (the "Purchase
Price"), being $45.00 per half share, subject to adjustment. The
description and terms of the Rights are set forth in a Rights
Agreement (as modified or supplemented and in effect from time to
time, the "Rights Agreement") between the Company and BankBoston,
N.A. Rights Agent, as Rights Agent (the "Rights Agent").
Distribution Date; Transfer of Rights
Until the earlier to occur of (i) ten business days
following the date (the "Shares Acquisition Date") of the 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 Common Stock or other
voting securities of the Company ("Voting Stock") that have 15%
or more of the voting power of the outstanding shares of Voting
Stock or (ii) ten business days (or such later time as may be
specified by the Board of Directors of the Company and the
Independent Directors) following the commencement or announcement
of an intention to make a tender offer or exchange offer the
consummation of which would result in such person acquiring, or
obtaining the right to acquire, beneficial ownership of Voting
Stock having 15% or more of the voting power of the outstanding
shares of Voting Stock of the Company (the earlier of such dates
being called the "Distribution Date"), the Rights will be
evidenced, with respect to any of the Company's Common Stock
certificates outstanding as of the Record Date, by such Common
Stock certificate. The Rights Agreement provides that, until the
Distribution Date, the Rights will be transferred with and only
with the Company's Common Stock. Until the Distribution Date (or
earlier redemption or expiration of the Rights), new Common Stock
certificates issued after the Record Date upon transfer or new
issuance of the Company's Common Stock 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 of the Company's
Common Stock certificates outstanding as of the Record Date 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, separate
certificates evidencing the Rights ("Right Certificates") will be
mailed to holders of record of the Company's Common Stock as of
the close of business on the Distribution Date and such separate
Right Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution
Date. The Rights will expire at the close of business on
July 28, 2008, unless earlier redeemed or exchanged by the
Company as described below.
Exercise of Rights for Common Stock of the Company
In the event that a Person becomes an Acquiring Person
at any time following the Distribution Date, each holder of a
Right will thereafter have the right to receive, upon exercise,
Common Stock (or, in certain circumstances, cash, property or
other securities of the Company) having a value equal to two
times the Purchase Price of the Right then in effect.
Notwithstanding any of the foregoing, following the occurrence of
such 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.
Exercise of Rights for Shares of the Acquiring Company
In the event that, at any time following the Shares
Acquisition Date, (i) the Company is acquired in a merger or
other business combination transaction, 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 Purchase Price of the Right
then in effect.
Adjustments to Purchase Price
The Purchase Price payable, and the number of shares of
Common Stock (or other securities, as the case may be) 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 or purchase shares
of the Common Stock or convertible securities at less than the
then 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 periodic cash dividends
or dividends payable in the Common Stock) or of subscription
rights or warrants (other than those referred to above). Prior
to the Distribution Date, the Board of Directors of the Company
may make such equitable adjustments as it deems appropriate in
the circumstances in lieu of any adjustment otherwise required by
the foregoing.
With certain exceptions, no adjustment in the Purchase
Price will be required until the earlier of (i) three years from
the date of the event giving rise to such adjustment or (ii) the
time at which cumulative adjustments require an adjustment of at
least 1% in such 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.
Redemption and Exchange of Rights
At any time prior to 5:00 P.M. Eastern Standard Time on
the tenth day following the Shares Acquisition Date, the Company
may redeem the Rights in whole, but not in part, at a price of
$.01 per Right (the "Redemption Price"). Under certain
circumstances set forth in the Rights Agreement, the decision to
redeem shall require the concurrence of a majority of the
Independent Directors. Immediately upon the action of the Board
of Directors of the Company electing to redeem the Rights with,
if required, the concurrence of the Independent Directors, the
Company shall make announcement thereof, and upon such action,
the right to exercise the Rights will terminate and the only
right of the holders of Rights will be to receive the Redemption
Price.
At any time after the occurrence of the event set forth
under the heading "Exercise of Rights for Common Stock of the
Company" above, the Board of Directors (with the concurrence of a
majority of the Independent Directors) may exchange the Rights
(other than Rights owned by an Acquiring Person, which have
become void), in whole or in part, at an exchange ratio of one
share of Common Stock, and/or other securities, cash or other
assets deemed to have the same value as one share of Common
Stock, per Right, subject to adjustment.
Until a Right is exercised or exchanged for Common
Stock, 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 the Rights become exercisable
for Common Stock or other consideration of the Company or for the
stock of the Acquiring Person as set forth above, or are
exchanged as provided in the preceding paragraph.
Amendments to Terms of the Rights
Any of the provisions of the Rights Agreement may be
amended by the Board of Directors of the Company without the
consent of the holders of the Rights prior to the Distribution
Date. Thereafter, the provisions of the Rights Agreement may be
amended by the Board of Directors in order to cure any ambiguity,
defect or inconsistency, or to make changes which do not
adversely affect the interests of holders of Rights (excluding
the interest of any Acquiring Person); provided, however, that no
supplement or amendment may be made on or after the Distribution
Date which changes those provisions relating to the principal
economic terms of the Rights. The Board of Directors may also,
with the concurrence of a majority of the Independent Directors,
extend the redemption period for up to an additional 20 days.
The term "Independent Directors" means any member of
the Board of Directors of the Company who was a member of the
Board prior to the date of the Rights Agreement, and any person
who is subsequently elected to the Board if such person is
recommended or approved by a majority of the Independent
Directors, but shall not include an Acquiring Person or any
representative thereof.
A copy of the Rights Agreement is filed herewith as
Exhibit 1. The foregoing description of the Rights does not
purport to be complete and is qualified in its entirety by
reference to such Exhibit, which is hereby incorporated herein by
reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits. The following exhibits are filed
herewith and incorporated herein by reference:
Exhibit Number
1 Rights Agreement dated as of July 28,1998 between
Connecticut Energy Corporation and BankBoston,
N.A. Rights Agent, as Rights Agent.
2 Press Release dated July 28, 1998.
EXHIBIT INDEX
Number Description Page
99.1 Rights Agreement dated as of July 28, 8
1998 between Connecticut Energy
Corporation and BankBoston, N.A.
Rights Agent.
99.2 Press Release dated July 28, 1998. 68
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly authorized.
CONNECTICUT ENERGY CORPORATION
Dated: August 24, 1998 By: /s/Samuel W. Bowlby
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Name: Samuel W. Bowlby
Title: Vice President, General
Counsel and Secretary