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
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:
None
Securities to be registered pursuant to Section 12 (g) of the Act:
Common Stock
(Title of Class)
Rights to Purchase Common Stock
(Title of Class)
Item 1. Description of Registrant's Securities to be Registered.
This Registration Statement relates to the Common Stock
of CT Communications, Inc. (the "Company"). The Company is
authorized to issue 100,000,000 shares of Common Stock, of
which 9,365,337 shares are issued and outstanding. Each
share of Common Stock currently outstanding or subsequently
issued entitles the holder thereof, under certain
circumstances, to purchase one share of Common Stock at a
purchase price of $123 per share (a "Right"). In addition,
approximately 9,914,533 shares of Common Stock are
reserved for issuance in connection with the exercise of any
Rights and under the Company's various stock benefit
plans. The Common Stock has been approved by the National
Association of Securities Dealers, Inc. for designation on
the Nasdaq National Market. The Common Stock trades under
the symbol "CTCI."
The Company is also authorized to issue up to (i) 2,000
shares of 4-1/2 Preferred Stock, par value $100 per share
(the "4-1/2% Preferred Stock"), of which 623 shares are
currently outstanding, and (ii) 17,000 shares of 5%
Preferred Stock, par value $100 per share (the "5% Preferred
Stock"), of which 3,428 shares currently are outstanding. In
addition, The Concord Telephone Company, a wholly owned
subsidiary of the Company ("Concord Telephone"), is
authorized to issue up to 5,000 shares of Cumulative
Preferred Stock, 4.80% Series, par value $100 per share (the
"4.80% Preferred Stock"), of which 1,375 shares are currently
outstanding. The rights of the holders of the Common Stock
are subject to the rights and preferences of the 4-1/2%
Preferred Stock, the 5% Preferred Stock and the 4.80%
Preferred Stock (referred to hereinafter collectively as the
"Preferred Stock"). There is no established trading market
for the Preferred Stock.
The following summary description of the capital stock
of the Company is qualified in its entirety by reference to
the Company's Articles of Incorporation, as amended, and
Bylaws, each of which are incorporated by reference herein.
This description may be updated by reports subsequently
filed by the Company with the Securities and Exchange
Commission for such purpose.
HISTORY
At the Annual Meeting of Shareholders held on
January 28, 1999, the shareholders of the Company approved a
proposal to adopt a plan of recapitalization (the "Plan of
Recapitalization") which (i) provides for one class of
Common Stock, consisting of 100,000,000 authorized shares
and (ii) reclassifies, changes and converts each issued
share of Voting Common Stock of the Company (the "Voting
Common Stock") into 4.4 shares of Common Stock and each
issued share of Class B Nonvoting Common Stock of the
Company (the "Class B Nonvoting Common Stock") into 4.0
shares of Common Stock. On January 28, 1999, the Company
filed an amendment to its Articles of Incorporation with the
North Carolina Secretary of State to effectuate the Plan of
Recapitalization.
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COMMON STOCK
Voting and Other Rights. Holders of the Common Stock
are entitled to one vote per share on all matters to be
voted on by the shareholders and are not entitled to
cumulative voting. Except as otherwise required by law, the
holders of the Preferred Stock are not entitled to vote. The
North Carolina Business Corporation Act (the "NCBCA"),
however, provides that holders of otherwise nonvoting stock
may vote as a separate voting group on any amendment to the
Company's Articles of Incorporation that would
(1) change the aggregate number of authorized shares
of that class of stock;
(2) effect an exchange or reclassification of any
shares of that class of stock into shares of another class;
(3) effect an exchange (or create a right of exchange)
or reclassification of any shares of another class into
shares of that class of stock;
(4) change the designation, rights, preferences or
limitations of any shares of that class;
(5) change any shares of that class of stock into a
different number of shares of the same class;
(6) create a new class of shares having rights or
preferences with respect to distributions or to dissolution
that are prior, superior or substantially equal to the
shares of that class of stock;
(7) increase the rights, preferences, or number of
authorized shares of any class that, after giving effect to
the amendment, would have rights or preferences with respect
to distributions or to dissolution that are prior, superior
or substantially equal to the shares of that class of stock;
(8) limit or deny an existing preemptive right of any
shares of that class of stock;
(9) cancel or otherwise affect rights to distributions
or dividends that have accumulated but not yet been declared
on any shares of that class of stock; or
(10) change the Company into a nonprofit corporation or
a cooperative organization.
Except as provided above, the Common Stock is the only class
of securities of the Company entitled to vote.
All shareholders of the Company, including the holders
of the Common Stock, have dissenters' rights to appraisal
with respect to their shares as provided by statute in
connection with certain types of merger or share exchange
transactions. Dissenters' rights are also available with
respect to certain sales of all or substantially all of the
property of the
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Company and certain amendments to the Company's Articles of
Incorporation that materially and adversely affect certain
enumerated rights of a dissenter's shares.
In the event of liquidation, the holders of Common
Stock would be entitled to receive any assets legally
available for distribution to shareholders with respect to
shares held by them, subject to any prior rights of any
Preferred Stock then outstanding.
The Common Stock does not have any preemptive rights,
redemption privileges, sinking fund privileges or conversion
rights. All the outstanding shares of Common Stock are
validly issued, fully paid and nonassessable. First Union
National Bank, Charlotte, North Carolina acts as transfer
agent and registrar for the Common Stock. There are
currently approximately 1,550 holders of record of Common Stock.
Distributions. The Company may issue share dividends in
Common Stock to the holders of shares of Common Stock. In
addition, if certain requirements are met, share dividends
in shares of another class or series may be issued to
holders of Common Stock. The holders of shares of Common
Stock will be entitled to receive such other distributions
as the Board of Directors of the Company may declare,
subject to any restrictions contained in the Company's
Articles of Incorporation (of which there currently are none
other than those related to the Preferred Stock), unless
after giving effect to such distribution, (i) the Company
would not be able to pay its debts as they become due in the
ordinary course of business or (ii) the Company's total
assets would be less than the sum of the Company's total
liabilities plus the amount that would be needed, if the
Company were to be dissolved at the time of the
distribution, to satisfy claims of shareholders which have
preferential rights superior to the rights of holders of
Common Stock.
Indemnification of Officers and Directors. The Company
has adopted a bylaw, as permitted by the NCBCA, which
provides that, in addition to the indemnification of
directors and officers otherwise provided by the NCBCA, the
Company must, under certain circumstances, indemnify current
or former directors or officers against any and all
liability and litigation expense, including reasonable
attorneys' fees, arising out of their status or activities
as directors or officers, except for liability or litigation
expense incurred on account of activities that were at the
time known or believed by such director or officer to be
clearly in conflict with the best interests of the
corporation. Pursuant to such bylaw, the Company may also
maintain insurance on behalf of its directors and officers
against liability asserted against such persons in such
capacity whether or not such directors or officers have the
right to indemnification pursuant to the bylaw or otherwise.
In addition to the above-described indemnification
provisions, Sections 55-8-50 through 55-8-58 of the NCBCA
contain provisions prescribing the extent to which directors
and officers shall or may be indemnified. Section 55-8-51 of
the NCBCA permits a corporation, with certain exceptions, to
indemnify a present or former director against liability if
(i) he conducted himself in good faith, (ii) he reasonably
believed (x) that his conduct in his official capacity with
the corporation was in its best interests and (y) in all
other cases his conduct was at least not opposed to the
corporation's best interest, and (iii) in the case of any
criminal proceeding, he had no reasonable cause to believe
his conduct was unlawful. A corporation may not indemnify
him in connection with a proceeding by or in the
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right of the corporation in which he was adjudged liable to the
corporation or in connection with a proceeding charging
improper personal benefit to him. The above standard of
conduct is determined by the Board of Directors, or a
committee or special legal counsel or the shareholders as
prescribed in Section 55-8-55.
Sections 55-8-52 and 55-8-56 of the NCBCA require a
corporation to indemnify a director or officer in the
defense of any proceeding to which he was a party against
reasonable expenses when he is wholly successful in his
defense, unless the articles of incorporation provide
otherwise. Upon application, the court may order
indemnification of the director or officer if he is adjudged
fairly and reasonably so entitled under Section 55-8-54.
Limitation of Director Liability. The Articles of
Incorporation of the Company provide that, to the fullest
extent permitted by the NCBCA, a director of the Company
shall not be personally liable to the Company, its
shareholders or otherwise for monetary damages for breach of
his duty as a director. This provision precludes any claim
by the shareholders of the Company for monetary damages
based on a breach of duty of directors, with the following
exceptions under the NCBCA: (i) acts or omissions that such
director at the time of such breach knew or believed were
clearly in conflict with the best interests of the
corporation, (ii) certain unlawful distributions, including
unlawful redemptions of shares, (iii) any transaction from
which such director derived an improper personal benefit or
(iv) acts or omissions occurring prior to the effectiveness
of the provision on April 27, 1988.
4-1/2% PREFERRED STOCK
The 4-1/2% Preferred Stock shall be entitled to
receive, when and as declared from the surplus or net
profits arising from the business of the Company, cumulative
dividends at the rate of 4-1/2% per annum before any
dividends shall be paid to the holders of Common Stock.
Upon any distribution of capital assets, the 4-1/2%
Preferred Stock shall be entitled to receive the sum of
$100 a share, together with a sum equivalent to all unpaid
dividends (if any) accumulated thereon, before any
distribution shall be made to the holders of Common Stock.
The 4-1/2% Preferred Stock shall be subject to
redemption, either in whole or in part, at the option of the
Company upon any dividend payment date at $100 per share,
plus any unpaid accumulated dividends to the date of
redemption, upon the vote of not less than a majority in
interest of the outstanding shares of Common Stock.
The 4-1/2% Preferred Stock has no voting rights except
as provided by the NCBCA.
5% PREFERRED STOCK
The holders of the 5% Preferred Stock shall be
entitled to receive thereon from the surplus or net profits
arising from the business of the Company a fixed cumulative
dividend of 5% per annum when and as declared by the Board
of Directors. Should the surplus or net profits arising from
the business of the Company prior to any dividend
payment date be
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insufficient to pay the dividend on the 5% Preferred Stock, such
dividend shall be payable from future profits, and no dividend shall
at any time be paid on the Common Stock until the full amount of 5%
per annum up to such time shall have been paid or set apart.
In the event of dissolution or liquidation of the
Company, the holders of the 5% Preferred Stock shall be
entitled to receive the par value of their stock, together
with dividends accumulated thereon to the date of payment,
before holders of the Common Stock shall be entitled to
receive anything thereon. Thereafter, the 5% Preferred Stock
shall not be entitled to share in the assets of the Company.
The 5% Preferred Stock may be called or redeemed in
whole or in part on any semiannual dividend payment date, at
the option of the Board of Directors, at the price of $100
per share plus all unpaid dividends accrued on such share.
The 5% Preferred Stock has no voting rights except as
provided by the NCBCA.
4.80% PREFERRED STOCK
The holders of the 4.80% Preferred Stock shall be
entitled to receive cumulative dividends at the rate of
$4.80 per share per annum, but only when, as and if declared
by the Board of Directors of Concord Telephone. All
dividends accrued on the 4.80% Preferred Stock shall be
fully paid before any dividends on the Common Stock shall be
paid.
Upon the dissolution, liquidation or winding up of
Concord Telephone, the holders of the 4.80% Preferred Stock
then outstanding shall be entitled to receive out of the net
assets of Concord Telephone an amount equal to the
redemption price per share applicable on the date of a
voluntary dissolution, liquidation or winding up of Concord
Telephone and, in the case of an involuntary dissolution,
liquidation or winding up of Concord Telephone, the sum of
$100 per share, plus, in either case, an amount equal to the
dividends accrued and unpaid on each share before any
distribution of the assets of Concord Telephone shall be
made to the holders of the common stock of Concord
Telephone.
The 4.80% Preferred Stock shall be redeemable at the
option of the Board of Directors of Concord Telephone,
either as a whole or in part, for (i) $100 per share, if
redeemed thereafter; plus (ii) an amount equal to all
dividends accrued and unpaid thereon, whether or not earned
or declared, to the date fixed for redemption.
Concord Telephone shall not pay any dividends on, or
make any other distribution with respect to, any shares of
its Common Stock or other stock ranking junior (in priority
as to dividends or on dissolution) to the 4.80% Preferred
Stock (such common stock and other such stock being herein
called "junior stock"), other than in shares of junior
stock, or set apart or pay any of its property or assets to
the purchase, redemption or other retirement of any shares
of junior stock of Concord Telephone, or make any other
disposition of property or assets through the reduction
capital or otherwise in respect of, or permit any subsidiary
to purchase, any shares of junior stock of Concord Telephone
unless, after giving effect to such action, the conditions
set forth in the following paragraphs (i), (ii) and (iii)
shall be fulfilled:
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(i) The sum of
(A) the amount of cash and property (at book or
market value, whichever is greater) paid or then
payable as dividends (other than paid or payable in
junior stock of Concord Telephone) with respect to
junior stock of Concord Telephone or distributed in
respect of such shares of junior stock subsequent to
December 31, 1964, and
(B) the excess of (x) the amount of cash and
property (at book or market value, whichever is
greater, and without attributing any value to any
junior stock of Concord Telephone issued solely in
exchange for junior stock of Concord Telephone) applied
to or set apart for the purchase (including purchases
by subsidiaries) or retirement of shares of junior
stock of Concord Telephone subsequent to December 31,
1961, over (y) the net proceeds in cash or property of
sales of shares of Concord Telephone subsequent to
December 31, 1961
shall not exceed $130,000 plus (or minus if a deficit) the
consolidated net income of Concord Telephone and its
subsidiaries accrued subsequent to December 31, 1961, after
deducting from said consolidated net income of Concord
Telephone and its subsidiaries full cumulative dividends
accrued during such period on the 4.80% Preferred Stock or
any stock other than junior stock;
(ii) All dividends upon all outstanding shares of 4.80%
Preferred Stock for all past dividend periods and for the
then current dividend period shall have been paid or
declared and set apart for payment; and
(iii) Concord Telephone shall have met all
obligations accrued to the time of such action in respect of
sinking funds for all 4.80% Preferred Stock.
The 4.80% Preferred Stock has no voting rights except
(i) in connection with certain matters directly affecting
the rights of the holders thereof and (ii) the right to
elect two directors of Concord Telephone in the event of a
default in the payment of dividends by Concord Telephone in
the aggregate amount equal to three semi-annual dividends on
all shares of 4.80% Preferred Stock, subject to certain
conditions.
As a sinking fund for the benefit of the 4.80%
Preferred Stock, Concord Telephone will call for redemption,
and redeem at a redemption price of $100 per share plus
accrued and unpaid dividends thereon to the date fixed for
redemption, whether or not earned or declared, on December
15th in each year so long as any shares of 4.80% Preferred
Stock are outstanding, 125 shares of 4.80% Preferred Stock.
Concord Telephone shall, subject to certain exceptions, have
the right at its option to satisfy any obligation in respect
of redemption of 4.80% Preferred Stock on any such December
15th by retiring, not earlier than June 15th in such year,
and not later than November 15 in such years, shares of
4.80% Preferred Stock theretofore issued and outstanding and
repurchased by Concord Telephone.
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RIGHTS TO PURCHASE COMMON STOCK
On August 27, 1998, the Board of Directors of 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 and (ii) Class B Nonvoting Common Stock.
The dividend was paid on August 28, 1998 to the shareholders
of record on that date (the "Record Date") and is payable
with respect to shares issued thereafter until the
Distribution Date (as hereinafter defined) or the expiration
or earlier redemption or exchange of the Rights. As
described above, effective January 28, 1999, the issued and
outstanding shares of Voting Common Stock and Class B
Nonvoting Common Stock were converted into shares of Common
Stock pursuant to the Plan of Recapitalization. Pursuant to
Sections 11 and 27 of the Rights Agreement, the Rights to
purchase shares of Voting Common Stock and Class B Nonvoting
Common Stock were automatically converted into Rights to
purchase Common Stock.
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 Common Stock at a
price per share of $123, subject to adjustment (the "Purchase
Price"). The description and terms of the Rights are as set
forth in the Rights Agreement, as amended and restated as of
January 28, 1999.
Initially, the Rights will be attached to all
certificates representing Common Stock then outstanding, and
no separate Right Certificates will be distributed. The
Rights will separate from the 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 the outstanding 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 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 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 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 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 Common Stock as of the close of business on the
Distribution Date (and to each initial record holder of
certain Common Stock issued after the Distribution Date),
and such separate Right Certificates alone will evidence the
Rights.
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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
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,
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 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 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, Common Stock, (ii) upon the grant to
holders of Common Stock of certain rights or warrants to
subscribe for or purchase Common Stock at a price, or
securities convertible into Common Stock with a conversion
price, less than the then current market price of Common
Stock, or (iii) upon the distribution to holders of Common
Stock of evidences of indebtedness or assets (excluding
regular periodic cash dividends paid out of earnings or
retained earnings or dividends payable in 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
Common Stock will be issued and, in lieu thereof, an
adjustment in cash will be made based on the market price of
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 or (ii) the Final Expiration Date, the
Board of Directors of the Company may redeem the Rights in
whole,
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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 Common Stock representing 50% or more of the then
outstanding 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 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 the Common Stock.
The Rights Agreement, dated as of August 27, 1998, as
amended and restated as of January 28, 1999, between the
Company and First Union National Bank, N.A. as Rights Agent,
specifying the terms of the rights, which includes as
Exhibit A the form of Right Certificate, is attached hereto
as Exhibit 4.2 and is incorporated herein by reference. The
foregoing description of the Rights is qualified by
reference to such exhibits.
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EFFECTIVE LAW
The rights of the holders of Common Stock are
dependent, directly or indirectly, on applicable state and
federal statutes and regulations which are subject to change
from time to time. The Company has not undertaken to update
the foregoing description in each case where such a change
may affect the rights of shareholders.
Item 2. Exhibits.
3.1 Articles of Incorporation, as amended
3.2 Bylaws, as amended
4.1 Specimen of Common Stock Certificate
4.2 Amended and Restated Rights Agreement, dated as of
January 28, 1999 and effective as of August 27,
1998, between the Company and First Union National
Bank
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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 registration statement to be signed on its
behalf of the undersigned, thereto duly authorized.
CT COMMUNICATIONS, INC.
Date: January 28, 1999 By: /s/ BARRY R. RUBENS
Barry R. Rubens
Executive Vice President
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Exhibit Index
3.1 Articles of Incorporation, as amended
3.2 Bylaws, as amended
4.1 Specimen of Common Stock Certificate
4.2 Amended and Restated Rights Agreement, dated as of
January 28, 1999 and effective as of August 27, 1998,
between the Company and First Union National Bank