SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
CT COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
North Carolina 56-1837282
(State of incorporation (IRS Employer
or organization) Identification No.)
68 Cabarrus Avenue, East, Concord, North Carolina 28025
(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), check the
following box. / /
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. /X/
Securities Act registration statement file number to which
this form relates: _____________ (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:
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Not applicable Not applicable
Securities to be registered pursuant to Section 12 (g) of the Act:
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Rights to Purchase Class B Nonvoting Common Stock
(Title of Class)
ITEM 1. DESCRIPTION OF SECURITIES
On August 27, 1998, the Board of Directors of CT
Communications, Inc. (the "Company") adopted a Rights Agreement
(the "Rights Agreement") and authorized and declared a dividend
of one common share purchase right (a "Right") for each
outstanding share of (i) Voting Common Stock of the Company (the
"Company Voting Common Stock") and (ii) Class B Nonvoting Common
Stock of the Company (individually, the "Company Nonvoting Common
Stock" and together with the Company Voting Common Stock, the
"Company Common Stock"). The dividend is payable (i) on August
28, 1998 to the shareholders of record on that date (the "Record
Date") and (ii) with respect to Company Common Stock issued
thereafter until the Distribution Date (as hereinafter defined)
or the expiration or earlier redemption or exchange of the
Rights.
Except as set forth below, each Right entitles the
registered holder to purchase from the Company, at any time after
the Distribution Date, one share of Company Voting Common Stock
at a price per share of $500, in the event the Right was
distributed with respect to Company Voting Common Stock, or one
share of Company Nonvoting Common Stock at a price per share of
$500, in the event the Right was distributed with respect to
Company Nonvoting Common Stock, in each case subject to
adjustment (each applicable per share purchase price referred to
herein separately and together as the "Purchase Price"). The
description and terms of the Rights are as set forth in the
Rights Agreement.
Initially, the Rights will be attached to all certificates
representing Company Common Stock then outstanding, and no
separate Right Certificates will be distributed. The Rights will
separate from the Company Common Stock upon the earlier to occur
of (i) 10 days after the public announcement of a person's or
group of affiliated or associated persons' (other than L.D.
Coltrane III, Chairman of the Board of the Company, or Michael R.
Coltrane, President and Chief Executive Officer of the Company)
having acquired beneficial ownership of 15% or more of (X) the
outstanding Company Voting Common Stock or (Y) the outstanding
Company Nonvoting Common Stock (such person or group being
hereinafter referred to as an "Acquiring Person"), or (ii) 10
days (or such later date as the Board may determine) following
the commencement of, or announcement of an intention to make, a
tender offer or exchange offer the consummation of which would
result in a person or group's becoming an Acquiring Person (the
earlier of such dates being called the "Distribution Date").
Until the Distribution Date, the Rights will be transferred
with, and only with, the Company Common Stock. Until the
Distribution Date (or earlier redemption or expiration of the
Rights), new Company Common Stock certificates issued after the
Record Date upon transfer or new issuance of Company 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
certificates for Company Common Stock outstanding as of the
Record Date, even without such notation or a copy of this Summary
of Rights being attached thereto, will also constitute the
transfer of the Rights associated with the Company 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 Company Common Stock as of the close of business on the
Distribution Date (and to each initial record holder of certain
Company Common Stock issued after the Distribution Date), and
such separate Right Certificates alone will evidence the Rights.
The Rights will expire on August 27, 2008 (the "Final
Expiration Date"), unless the Final Expiration Date is extended
or unless the Rights are earlier redeemed or exchanged by the
Company, in each case, as described below.
The Rights initially are not exercisable. In the event that
any person becomes an Acquiring Person (except pursuant to a
tender or exchange offer that is for all outstanding Company
Common Stock at a price and on terms which a majority of certain
members of the Board of Directors determines to be adequate and
in the best interests of the Company, its shareholders and other
relevant constituencies, other than such Acquiring Person, its
affiliates and associates (a "Permitted Offer")), each holder of
a Right will thereafter have the right (the "Flip-In Right") to
receive, upon exercise and payment of the applicable Purchase
Price, Company Common Stock of the applicable class having a
value equal to two times the applicable Purchase Price.
Notwithstanding the foregoing, all Rights that are, or were,
beneficially owned by any Acquiring Person or any affiliate or
associate thereof will be null and void and not exercisable.
In the event that, at any time following the Distribution
Date, (i) the Company is acquired in a merger or other business
combination transaction in which the holders of all of the
outstanding Company Voting Common Stock immediately prior to the
consummation of the transaction are not the holders of all of the
surviving corporation's voting power, or (ii) more than 50% of
the Company's assets or earning power is sold or transferred,
then each holder of a Right (except Rights which have previously
been voided as set forth above) shall thereafter have the right
(the "Flip-Over Right") to receive, upon exercise and payment of
the applicable Purchase Price, common stock of the acquiring
company having a value equal to two times the applicable Purchase
Price. If a transaction would otherwise result in a holder's
having a Flip-In as well as a Flip-Over Right, then only the
Flip-Over Right will be exercisable; if a transaction results in
a holder's having a Flip-Over Right subsequent to a transaction
resulting in a holder's having a Flip-In Right, a holder will
have Flip-Over Rights only to the extent such holder's Flip-In
Rights have not been exercised.
The Purchase Price payable, and the number of shares of
Company Common Stock or other securities or property issuable,
upon exercise of 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 Company
Common Stock, (ii) upon the grant to holders of Company Common
Stock of certain rights or warrants to subscribe for or purchase
Company Common Stock at a price, or securities convertible into
Company Common Stock with a conversion price, less than the then
current market price of Company Common Stock, or (iii) upon the
distribution to holders of Company Common Stock of evidences of
indebtedness or assets (excluding regular periodic cash dividends
paid out of earnings or retained earnings or dividends payable in
Company Common Stock) or of subscription rights or warrants
(other than those referred to above). However, no adjustment in
the Purchase Price will be required until cumulative adjustments
require an adjustment of at least 1%. No fractional shares of
Company Common Stock will be issued and, in lieu thereof, an
adjustment in cash will be made based on the market price of
Company Common Stock on the last trading day prior to the date of
exercise.
At any time prior to the earlier to occur of (i) the
Distribution Date and (ii) the Final Expiration Date, the Board
of Directors of the Company may redeem the Rights in whole, but
not in part, at a price of $.01 per Right (the "Redemption
Price"). The redemption of the Rights may be made effective at
such time on such basis and with such conditions as the Board of
Directors in its sole discretion may establish. Immediately upon
any redemption of the Rights, the right to exercise the Rights
will terminate and the only right of the holders of Rights will
be to receive the Redemption Price in cash.
At any time after any person becomes an Acquiring Person and
prior to the acquisition by such person or group of Company
Voting Common Stock representing 50% or more of the then
outstanding Company Voting Common Stock, the Board of Directors
of the Company may exchange the Rights (other than Rights which
have become null and void), in whole or in part, at an exchange
ratio of one share of such applicable kind of Company Common
Stock per Right (subject to adjustment).
All of the provisions of the Rights Agreement may be amended
prior to the Distribution Date by the Board of Directors of the
Company, without the consent of the holders of the Rights, for
any reason it deems appropriate. After the Distribution Date,
the provisions of the Rights Agreement may be amended by the
Board in order to cure any ambiguity, defect or inconsistency, to
make changes which do not adversely affect the interests of
holders of Rights (excluding the interests of any Acquiring
Person), or, subject to certain limitations, to shorten or
lengthen any time period under the Rights Agreement. Without
limiting the foregoing, prior to the time any person becomes an
Acquiring Person, the Board of Directors is also authorized, as
it deems appropriate, to lower the thresholds required to become
an Acquiring Person to not less than the greater of (i) any
percentage greater than the largest percentage then held by any
shareholder other than L.D. Coltrane III or Michael R. Coltrane,
or (ii) 10%.
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.
Although the distribution of the Rights will not be taxable
to shareholders of the Company, shareholders may, depending upon
the circumstances, recognize taxable income should the Rights
become exercisable or upon the occurrence of certain events
thereafter.
The Rights have certain anti-takeover effects. The Rights
will cause substantial dilution to a person or group that
attempts to acquire the Company on terms not approved by the
Company's Board of Directors. The Rights should not interfere
with any merger or other business combination approved by the
Board of Directors because the Rights may be redeemed by the
Company at the Redemption Price prior to the date that is 10 days
after the public announcement that a person or group has become
the beneficial owner of 15% or more of a class of the Common
Stock.
The Rights Agreement, dated as of August 27, 1998, between
the Company and First Union National Bank, as Rights Agent,
specifying the terms of the rights, which includes as Exhibit A-1
the form of Right Certificate (Voting Common Shares) and as
Exhibit A-2 the form of Right Certificate (Nonvoting Common
Shares), is attached hereto as Exhibit 4.1 and is incorporated
herein by reference. The foregoing description of the Rights is
qualified by reference to such exhibits.
ITEM 2. EXHIBITS
The following exhibit is filed as part of the Registration
Statement:
4.1 Rights Agreement dated as of August 27, 1998
between CT Communications, Inc. and First Union
National Bank, which includes as Exhibit A-1
the form of Right Certificate (Voting Common
Shares) and as Exhibit A-2 the form of Right
Certificate (Nonvoting Common Shares).
[Signature on next 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 of the
undersigned, thereto duly authorized.
CT COMMUNICATIONS, INC.
Date: August 27, 1998 By: /s/ MICHAEL R. COLTRANE
Michael R. Coltrane,
President and Chief
Executive Officer