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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 1
CONECTIV
(Exact name of registrant as specified in its charter)
Delaware 51-0377417
(State of incorporation) (I.R.S. Employer
Identification No.)
800 King Street, P.O. Box 231, Wilmington, Delaware 19899
(Address of principal executive offices) (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. /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), 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
Preferred 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)
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Item 1. Description of Securities to be Registered
On February 9, 2001, Conectiv (the "Company"), Potomac Electric
Power Company ("Parent") and New RC, Inc., a Delaware corporation and a
wholly owned subsidiary of Parent ("Holdco"), entered into an Agreement and
Plan of Merger, dated as of February 9, 2001 (the "Merger Agreement"). The
Merger Agreement provides, among other things, that (x) a newly incorporated
subsidiary of Holdco will be merged with and into the Company (the "Merger")
and (y) another newly incorporated subsidiary of Holdco shall be merged with
and into Parent.
In connection with the Merger Agreement, the Company executed an
amendment (the "Rights Amendment"), dated as of February 9, 2001, to the
Rights Agreement, dated as of April 23, 1998, between the Company and
Conectiv Resource Partners, Inc., as Rights Agent (the "Rights Agreement"), a
copy of which is attached as an exhibit hereto and the description thereof is
qualified in its entirety by reference thereto. The Rights Amendment
provides that (a) neither a "Stock Acquisition Date" nor a "Distribution
Date" (as such terms are defined in the Rights Agreement) will occur, and
none of Parent, Holdco or any of their affiliates or associates will be
deemed to be an "Acquiring Person" (as such terms are defined in the Rights
Agreement), by reason of the execution or delivery of the Merger Agreement or
the consummation of the transactions to be effected pursuant to the Merger
Agreement and (b) the Rights will expire immediately prior to the
consummation of the Merger.
A summary of the Rights as amended follows.
Summary of Rights
On April 23, 1998, the Board of Directors of the Company declared
a dividend of one Right (a "Company Common Right") for each outstanding share
of Common Stock, par value $.01 per share (the "Company Common Stock"), and
one Right (a "Class A Common Right") for each outstanding share of Class A
Common Stock, par value $.01 per share (the "Class A Common Stock"), in each
case payable to stockholders of record as of the close of business on May 11,
1998 (the "Record Date") and for each share of Company Common Stock and Class
A Common Stock issued (including shares distributed from Treasury) by the
Company thereafter and prior to the Distribution Date (as defined below). The
Company Common Rights and the Class A Common Rights are hereinafter referred
to as "Rights".
Prior to the Distribution Date, the Rights will be evidenced by
the certificates representing shares of outstanding Company Common Stock or
Class A Common Stock to which they are attached, and no separate Rights
Certificates will be distributed. Until the Distribution Date, (i) the Rights
will be transferred with and only with such Company Common Stock certificates
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or Class A Common Stock certificates, (ii) new Company Common Stock
certificates or Class A Common Stock certificates issued after the Record
Date (including shares distributed from Treasury) will contain a notation
incorporating the Rights Agreement by reference, and (iii) the surrender for
transfer of any certificates representing outstanding Company Common Stock or
Class A Common Stock will also constitute the transfer of the Rights
associated with either the Company Common Stock or the Class A Common Stock
represented by such certificates.
As soon as practicable after the Distribution Date, the Rights
Agent will mail separate certificates evidencing the Rights to each holder of
record of Company Common Stock or Class A Common Stock as of the close of
business on the Distribution Date and thereafter the separate Rights
Certificates alone will represent the Company Common Rights or the Class A
Common Rights. The "Distribution Date" (which date shall not be deemed to
have occurred solely by reason of: (x) the approval, execution or delivery of
the Merger Agreement or (y) the consummation of the Merger or the other
transactions to be effected pursuant to the Merger Agreement in accordance
with the Merger Agreement) will occur upon the earlier of (i) 10 days
following a public announcement that a person or group of affiliated or
associated persons (other than the Company, any subsidiary of the Company or
any employee benefit plan of the Company or such subsidiary) (an "Acquiring
Person", which term shall not include Parent, Holdco or any of their
affiliates or associates which would otherwise become Acquiring Persons
solely by reason of: (x) the approval, execution or delivery of the Merger
Agreement or (y) the consummation of the Merger or the other transactions to
be effected pursuant to the Merger Agreement in accordance with the Merger
Agreement) has acquired, obtained the right to acquire, or otherwise obtained
beneficial ownership of an aggregate of 15% or more of the total voting power
represented by all the then outstanding shares of Company Common Stock, Class
A Common Stock and other voting securities of the Company (the "Voting
Securities"), and (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 becomes an Acquiring Person) following the commencement of a tender
offer or exchange offer that would result in a person or group beneficially
owning an aggregate of 15% or more of the total voting power represented by
all the then outstanding shares of Voting Securities.
Prior to the Distribution Date, the Rights are not exercisable.
After the Distribution Date, each Company Common Right entitles the
registered holder, subject to the terms of the Rights Agreement (as defined
below), to purchase from the Company one one-hundredth of a share (a "Unit")
of Series 1 Junior Preferred Stock, par value $.01 per share (the "Series 1
Preferred Stock"), at a purchase price of $65.00 per Unit, subject to
adjustment and each Class A Common Right entitles the registered holder,
subject to the terms of the Rights Agreement, to purchase from the Company
one one-hundredth of a share of Series 2 Junior Preferred Stock, par value
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$.01 per share (the "Series 2 Preferred Stock"), at a purchase price of
$65.00 per Unit. The description and terms of the Rights are set forth in a
Rights Agreement.
In the event that a person becomes an Acquiring Person, then each
holder of a Company Common Right or a Class A Common Right (other than the
Acquiring Person) will thereafter have the right to receive, upon exercise,
Units of Series 1 or Series 2 Preferred Stock (or, in certain circumstances,
cash, property, or other securities of the Company) having a value equal to
two times the exercise price of the Company Common Right or the Class A
Common Right. After any person has become an Acquiring Person, all Rights
that are, or under certain circumstances specified in the Rights Agreement
were, beneficially owned by an Acquiring Person will become null and void.
In the event that, other than pursuant to the Merger or the other
transactions to be effected pursuant to the Merger Agreement in accordance
with the Merger Agreement, at any time after a person or group becomes an
"Acquiring Person," (i) the Company is acquired in a merger or other business
combination with another company and the Company is not the surviving
corporation (other than a merger described in the preceding paragraph), (ii)
another company consolidates or merges with the Company and all or part of
the Company Common Stock or Class A Common Stock is converted or exchanged
for other securities, cash, or property, or (iii) 50% or more of the
consolidated assets or earning power of the Company and its subsidiaries is
sold or transferred to another company, each holder of a Company Common Right
(except Rights that previously have been voided) shall thereafter have the
right to receive, upon exercise, common stock or other equity interest of the
ultimate parent of such other company having a value equal to two times the
exercise price of the Company Common Right or the Class A Common Right.
At any time prior to such time as any person or group or
affiliated or associated persons becomes an Acquiring Person, the Company's
Board of Directors may redeem the Rights in whole, but not in part, at a
price of $.01 per Right (subject to adjustment in certain events) (the
"Redemption Price"). In addition, prior to a Distribution Date and prior to
such time as any person or group of affiliated or associated persons becomes
an Acquiring Person, the Company may, in connection with the redemption or
purchase by the Company of shares of Class A Common Stock in accordance with
the applicable provisions of the Company's Restated Certificate of
Incorporation, redeem the Class A Common Rights attached to the shares of
Class A Common Stock so redeemed or purchased at a redemption price of $.01
per Right, subject to adjustment. Immediately upon the action of the
Company's Board of Directors ordering the redemption of the Rights, the
Rights will terminate and the only right of the holders of such Rights will
be to receive the Redemption Price.
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At any time after any Person or group of affiliated or associated
persons becomes an Acquiring Person and before any such person or group shall
become the beneficial owner of 50% or more of the total voting power of the
aggregate of all shares of Voting Securities then outstanding, the Board of
Directors, at its option, may exchange each Right (other than Rights that
previously have become void as described above) in whole or in part, at an
exchange ratio of one Unit of Series 1 Preferred Stock per Company Common
Right (subject to adjustment in certain events) or one Unit of Series 2
Preferred Stock per Class A Common Right (subject to adjustment in certain
events).
Until the Rights are exercised, the holders thereof, as such, will
have no rights as stockholders 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 Units of Series 1 Preferred Stock or
Series 2 Preferred Stock (or other consideration).
The Rights will expire (i) at the Close of Business on the tenth
anniversary date of the Rights Agreement or (ii) immediately prior to the
time at which the consummation of the Merger occurs unless earlier redeemed,
exchanged or voided by the Company. Any of the provisions of the Rights
Agreement may be amended without the approval of the holders of the Rights in
order to cure any ambiguity, defect, inconsistency or to make any other
changes that the Board of Directors of the Company may deem necessary or
desirable. After any Person or group of affiliated or associated Persons
becomes an Acquiring Person, the provisions of the Rights Agreement may not
be amended in any manner that would adversely affect the interests of the
holders of the Rights excluding the interests of any Acquiring Person.
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Item 2. Exhibits
4.1 Rights Agreement dated as of April 23, 1998 between Conectiv
and Conectiv Resource Partners, Inc. (including a Form of
Company Common Rights Certificate and Class A Common Rights
Certificate as Exhibits A-1 and A-2 thereto, a Summary of
Rights to Purchase Series 1 Junior Preferred Stock and a
Summary of Rights to Purchase Series 2 Junior Preferred Stock
as Exhibits B-1 and B-2 thereto and a Form of Certificate of
Designation of Series 1 Junior Preferred Stock and a Form of
Certificate of Designation of Series 2 Junior Preferred Stock
as Exhibits C-1 and C-2 thereto) (incorporated by reference
to Exhibit 99 (b) to the Report on Form 8-K of the
Registrant, file-number 1-13895, filed April 23, 1998).
4.2 Amendment, dated as of February 9, 2001, to Rights Agreement,
dated as of April 23, 1998, between the Company and Conectiv
Resource Partners, Inc., as Rights Agent.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this amendment to be
signed on its behalf by the undersigned, thereunto duly authorized.
CONECTIV
By: /s/ John van Roden
Name: John van Roden
Title: Senior Vice President and
Chief Financial Officer
Date: February 12, 2001
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EXHIBIT INDEX
Exhibit No. Description
4.1 Rights Agreement dated as of April 23, 1998 between Conectiv and
Conectiv Resource Partners, Inc. (including a Form of Company
Common Rights Certificate and Class A Common Rights Certificate as
Exhibits A-1 and A-2 thereto, a Summary of Rights to Purchase
Series 1 Junior Preferred Stock and a Summary of Rights to
Purchase Series 2 Junior Preferred Stock as Exhibits B-1 and B-2
thereto and a Form of Certificate of Designation of Series 1
Junior Preferred Stock and a Form of Certificate of Designation of
Series 2 Junior Preferred Stock as Exhibits C-1 and C-2 thereto)
(incorporated by reference to Exhibit 99 (b) to the Report on Form
8-K of the Registrant, file-number 1-13895, filed April 23, 1998).
4.2 Amendment, dated as of February 9, 2001, to Rights Agreement,
dated as of April 23, 1998, between the Company and Conectiv
Resource Partners Inc., as Rights Agent.
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