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
__________________
CILCORP INC.
(Exact name of registrant as specified in its charter)
Illinois 37-1169387
(State of incorporation (I.R.S. employer
or organization) identification no.)
300 Hamilton Blvd., Suite 300
Peoria, Illinois
(Address of principal executive offices)
61602
(zip code)
___________________
Securities to be registered to Section 12(b) of the Act:
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. [ ]
Title of each class Name of each exchange
to be so registered on which each class is
Series R Preferred Stock Purchase Rights to be registered
New York Stock Exchange
Chicago Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
On October 29, 1996, the Board of Directors of CILCORP Inc., an Illinois
corporation (the "Company"), authorized and declared a dividend distribution of
one right (a "Right") for each outstanding share of common stock, without par
value, of the Company (the "Common Stock") to stockholders of record at the
close of business on November 12, 1996 (the "Record Date"). Each Right gives
the registered holder thereof the right to purchase from the Company one one-
hundredth of a share (subject to adjustment) of Series R Preferred Stock,
without par value, of the Company (the "Series R Preferred Stock") at a
Purchase Price of $100.00, subject to adjustment in certain circumstances
(the "Purchase Price"). The description and terms of the Rights are set
forth in a Rights Agreement, dated as of October 29, 1996 (the "Rights
Agreement"), between the
Company and Continental Stock Transfer & Trust Company, as Rights Agent.
Initially, the Rights will be attached to the certificates representing
outstanding shares of Common Stock, and no separate Right certificates
evidencing
the Rights will be distributed. The Rights will separate from the Common Stock
upon the earlier of (i) ten (10) days following a public announcement that a
person or group of affiliated or other associated persons (an "Acquiring
Person")
has acquired, or obtained the right to acquire, beneficial ownership of 15% or
more of the shares of Common Stock then outstanding (the date of such
announcement being the "Stock Acquisition Date"), or (ii) ten (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 becomes an Acquiring Person) after the date of
commencement of, or the first public announcement of the intent to commence, a
tender or exchange offer by any person, if upon successful consummation thereof,
such person would be the beneficial owner of 15% or more of the shares of Common
Stock then outstanding. (The earlier of the above dates will hereinafter be
referred to as the "Distribution Date"). Until the Distribution Date, (i) the
Rights will be evidenced by and will be transferred with and only with such
Common Stock certificates, (ii) new Common Stock certificates issued after
November 12, 1996, upon transfer or new issuance of Common Stock will contain a
legend incorporating the Rights Agreement by reference and (iii) the surrender
for transfer of any certificate for Common Stock 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 November 12, 2006, unless earlier redeemed or
exchanged by the Company as described below.
All Common Stock issued prior to the earlier of the Distribution Date or
the Expiration Date (as such term is defined in the Rights Agreement) will be
issued with Rights. As soon as practicable after the Distribution Date, Right
certificates will be mailed to holders of record of Common Stock as of the close
on business on the Distribution Date and, thereafter, such separate Right
certificates alone will represent the Rights.
In the event that any person becomes an Acquiring Person, each holder of
a Right will thereafter have the right to receive, upon exercise in accordance
with the terms of the Rights Agreement and payment of an amount equal to the
then
current Purchase Price of the Right, that number of shares of Common Stock which
at the time of such transaction would have a market value of two times the
Purchase Price of the Right. Notwithstanding any of the foregoing, following
the occurrence of any of the events 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 any of the
events set forth above until such time as the Rights are no longer redeemable
by the Company as set forth below.
In the event that (i) any person (other than a subsidiary of the Company)
acquires the Company in a merger or consolidation in which the Company is not
the continuing or surviving corporation, (ii) any person (other than a
subsidiary of
the Company) consolidates with, or merges with or into, the Company, and all or
part of the outstanding shares of Common Stock of the Company are changed into
or exchanged for stock or other securities of such person or cash or other
property, or (iii) more than 50% of the Company's assets or earning power is
sold
or transferred to any person (other than a Subsidiary of the Company), each
holder of a Right (except Rights which have previously been voided as set forth
above) shall thereafter have the right to receive, upon exercise thereof at the
then current purchase price of the Right, that number of Common Shares of the
Acquiring Person which at the time of such transaction would have a market value
of two times the Purchase Price of the Right.
The Series R Preferred Stock will be nonredeemable and, unless otherwise
provided in connection with the creation of a subsequent series of preferred
stock, subordinate to all other series of the Company's preferred stock. Each
share of Series R Preferred Stock will be entitled to receive, when, as and if
declared, a quarterly dividend in an amount equal to the greater of $1.00 per
share or 100 times the quarterly cash dividend declared on the Common Stock. In
addition, the Series R Preferred Stock is entitled to 100 times any non-cash
dividends (other than dividends payable in Common Stock) declared on the Common
Stock, in like kind. In the event of liquidation, the holders of Series R
Preferred Stock will be entitled to receive a liquidation payment in an amount
equal to the greater of $10,000.00 per share or 100 times the liquidation
payment
made per share of Common Stock. Each share of Series R Preferred Stock will
have
100 votes on all matters submitted to a vote of the shareholders of the Company,
voting together with the Common Stock and not as a separate class (except during
a dividend default period during which there will be a right to elect two
directors voting as a class with any other series of preferred stock), unless
otherwise required by law or by the Company's Articles of Incorporation. In the
event of any merger, consolidation or other transaction in which shares of
Common
Stock are exchanged or changed into other shares or securities, cash and/or any
other property, then in any such case each share of Series R Preferred Stock
shall at the same time be similarly exchanged or changed into an amount per
share equal to 100 times the aggregate amount of shares, securities, cash
and/or other property into which or for which each share of Common Stock is
exchanged or
changed. The rights of the Series R Preferred Stock as to dividends, voting
rights and liquidation are protected by antidilution provisions.
The Purchase Price payable and the number of shares of Series R Preferred
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
shares of Series R Preferred Stock (ii) if holders of the Series R Preferred
Stock are granted certain rights or warrants to subscribe for Series R Preferred
Stock or securities convertible into Series R Preferred Stock at less than the
current market price of the Series R Preferred Stock, or (iii) upon the
distribution to holders of shares of Series R Preferred Stock of evidences of
indebtedness or assets (excluding regular quarterly cash dividends and dividends
payable in Series R Preferred Stock) or of subscription rights or warrants.
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. The Company is not required to issue fractional shares of
Series R Preferred Stock or other securities of the Company upon exercise of the
Rights and, in lieu thereof, the Company may issue depositing receipts
evidencing fractions of shares or a cash payment will be made based on the
then current
market value of the Series R Preferred Stock or other securities of the Company.
At any time prior to the earlier of the close of business on (i) the Stock
Acquisition Date, or (ii) November 12, 2006, the Company may redeem the Rights
in whole, but not in part, at a price of $0.001 per Right (the "Redemption
Price"). Upon the action of the Company's Board of Directors authorizing
redemption of the Rights, the right to exercise the Rights will terminate, and
the holders of Rights will only be entitled to receive the Redemption Price.
The terms of the Rights (other than the Purchase Price, expiration date of
the Rights, Redemption Price, and the number of shares of Series R Preferred
Stock into which a Right is exercisable) may be amended by the Board of
Directors without the approval of, and without notice to, any holders of
Rights, but after
the Distribution Date, no amendment may adversely affect the interests of the
holders of the Rights (other than any Acquiring Person).
At any time after any person becomes an Acquiring Person and prior to the
acquisition by such person of 50% or more of the then outstanding shares of
Common Stock of the Company, the Directors may exchange all or part of the
Rights (other than Rights owned by such person) for shares of Common Stock
at the ratio of one share of Common Stock per Right.
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.
The Rights have certain anti-takeover affects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
on terms not approved by the Board of Directors of the Company, 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 15% or more of the Common Stock.
The Form of Rights Agreement between the Company and the Rights Agent
specifying the terms of the Rights is attached hereto as an exhibit and
incorporated herein by reference. The foregoing description of the Rights does
not purport to be complete and is qualified in its entirety by reference to such
exhibit.
ITEM 2. EXHIBITS.
1. Form of Rights Agreement, dated as of October 29, 1996, between CILCORP
Inc. and Continental Stock Transfer & Trust Company, as Rights Agent,
which includes as Exhibit A thereto the Form of Statement of Resolution
Establishing Series R Preferred Stock, as Exhibit B thereto the Form of
Right Certificate and as Exhibit C thereto the Summary of Rights.
Pursuant to the Rights Agreement, Right Certificates will not be mailed
until as soon as practicable after the Distribution Date.
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.
CILCORP INC.
By:
Name: Robert O. Viets
Title: President and Chief
Executive Officer