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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
(Amendment No. 2)
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
THE MONTANA POWER COMPANY
(Exact name of registrant as specified in its charter)
MONTANA 1-4566 81-017530
(State of incorporation (Commission (IRS Employers
or organization) File Number Identification No.)
40 EAST BROADWAY, BUTTE, MONTANA 59701
(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 upon filing 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: NONE
Title of Each Class Name of Each Exchange on Which
to be so Registered: Each Class is to be Registered
NONE NONE
Securities to be registered pursuant to Section 12(g) of the Act:
PREFERRED SHARE PURCHASE RIGHTS
(Title of Class)
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The undersigned registrant hereby amends Item 1 of its Registration on
Form 8-A, filed on June 6, 1989 as amended on March 12, 1999 (as so amended, the
"Form 8-A"), by adding the information set forth below. The registrant also
amends Item 2 of the Form 8-A by adding the Second Amendment to the Rights
Agreement as Exhibit 5.
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
SECOND AMENDMENT TO THE RIGHTS AGREEMENT
On September 29, 2000, NorthWestern Corporation, a Delaware corporation
("NorthWestern"), The Montana Power Company, a Montana corporation (the
"Company") and Touch America Holdings, Inc. ("Touch America") entered into a
Unit Purchase Agreement (the "Purchase Agreement") providing, among other
things, for the sale of The Montana Power L.L.C., a Montana limited liability
company and a wholly-owned subsidiary of Touch America ("Sub") to NorthWestern.
Such sale will constitute the sale of the utility business of the Company.
On December 15, 2000, the Company, Sub and Touch America entered into an
Agreement and Plan of Merger, (the "Merger Agreement") providing, among other
things, for the merger of Sub with and into the Company, whereupon Sub will
become the surviving entity and shareholders of the Company will become
shareholders of Touch America.
On January 24, 2001, the Company and First Chicago Trust Company of New
York, as Rights Agent (the "Rights Agent") entered into the Second Amendment
(the "Second Amendment") to the Rights Agreement between the Company and the
Rights Agent (the "Rights Agreement") dated as of June 6, 1989 and amended as of
March 12, 1999. The Second Amendment provides, among other things, that (a)
neither the Merger Agreement nor the Purchase Agreement, nor the consummation of
the transactions contemplated thereby, will cause (i) Sub, Touch America,
NorthWestern or any of their affiliates or associates to have beneficial
ownership of any Common Shares solely as a result of any such event, (ii) Sub,
Touch America, NorthWestern or any of their affiliates or associates to be
deemed an "Acquiring Person" under the Rights Agreement or (iii) the "Shares
Acquisition Date" or the "Distribution Date" under the Rights Agreement to occur
upon any such event, and (b) the "Rights" (each of the above as defined in the
Rights Agreement) will expire immediately prior to (i) conversion of Shares
pursuant to the Merger Agreement, (ii) the closing of the purchase of the Units
(as defined in the Purchase Agreement) or (iii) the Effective Time (as defined
in the Merger Agreement) of the Merger.
The Second Amendment to the Rights Agreement shall be effective as of
September 29, 2000.
A copy of the Second Amendment is available free of charge from the
Company. This summary description of the Second Amendment does not purport to be
complete and is qualified in its entirety by reference to the Second Amendment
which is attached hereto as Exhibit 6 and is incorporated herein by reference.
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ITEM 2. EXHIBITS
The undersigned registrant hereby amends Item 2 to the Form by restating
Item 2, to read as follows:
Exhibit No. Description
(1) Rights Agreement dated as of June 6, 1989 between the Company
and First Chicago Trust of New York, as Rights Agent (the
"Rights Agreement") (previously filed as Exhibit 4(d) to the
Company's Registration Statement on Form 8-A/A dated September
20, 1991 which exhibit is hereby incorporated by reference).
(2) Form of Statement of Creation of Preferred Stock (attached
as Exhibit A to the Rights Agreement).
(3) Form of Rights Certificate (attached as Exhibit B to the
Rights Agreement).
(4) First Amendment to the Rights Agreement dated as of March 12,
1999 between the Company and First Chicago Trust of New York,
as Rights Agent (previously filed as Exhibit 4(a) to the
Company's Registration Statement on Form 8-A/A dated March 12,
1999, which exhibit is hereby incorporated by reference).
(5) Second Amendment to the Rights Agreement dated as of January
24, 2001 between the Company and First Chicago Trust of New
York), as Rights Agent (filed herewith).
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this amendment to the
registration statement to be signed on its behalf by the undersigned hereunto
duly authorized.
THE MONTANA POWER COMPANY
Date: January 28, 2002 By: /s/ Robert P. Gannon
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Name: Robert P. Gannon
Title: Chairman of the Board
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EXHIBIT INDEX
Exhibit Page No.
1. Rights Agreement dated as of June 6, 1989 between the
Company and First Chicago Trust of New York, as Rights
Agent (the "Rights Agreement") (previously filed as
Exhibit 4(d) to the Company's Registration Statement on
Form 8-A/A dated September 20, 1991, which exhibit is
hereby incorporated by reference).
2. Form of Statement of Creation of Preferred Stock
(attached as Exhibit A to the Rights Agreement).
3. Form of Rights Certificate (attached as Exhibit B to the
Rights Agreement).
4. First Amendment to the Rights Agreement dated as of
March 2, 1999 between the Company and First Chicago
Trust of New York, as Rights Agent (previously filed as
Exhibit 4a to the Company's Registration Statement on
Form 8-A/A dated March 12, 1999, which exhibit is hereby
incorporated by reference).
5. Second Amendment to the Rights Agreement dated as of
December 15, 2000 between the Company and First Chicago
Trust of New York, as Rights Agent (filed herewith).