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
THE SAFETY FUND CORPORATION
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(Exact name of registrant as specified in its charter)
Massachusetts 04-2532311
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(State of incorporation or organization) (IRS Employer Identification No.)
470 Main Street, Fitchburg, Massachusetts 01420
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on
to be so registered which each class is to be registered
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None.
Securities to be registered pursuant to Section 12(g) of the Act:
Rights to Purchase Series A
Participating Cumulative Preferred Stock
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(Title of Class)
Item 1. Description of Securities to be Registered.
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On January 5, 1996, the Board of Directors of The Safety Fund
Corporation (the "Company") distributed one Right for each outstanding share of
the Company's Common Stock, par value $5.00 per share (the "Common Stock"). The
Rights will be issued to the holders of record of Common Stock outstanding on
January 5, 1996, and with respect to Common Stock issued thereafter until the
Distribution Date (as defined below) and, in certain circumstances, with respect
to Common Stock issued after the Distribution Date. Each Right, when it becomes
exercisable as described below, will entitle the registered holder to purchase
from the Company one one-thousandth (1/1000th) of a share of Series A
Participating Cumulative Preferred Stock, par value $10.00 per share, of the
Company (the "Preferred Shares") at a price of $65 (the "Purchase Price"). The
description and terms of the Rights are set forth in a Rights Agreement dated as
of January 5, 1996 (the "Rights Agreement"), between the Company and Fleet
National Bank of Massachusetts, as Rights Agent (the "Rights Agent").
Until the earlier of (i) such time as the Company learns that a person
or group (including any affiliate or associate of such person or group) has
acquired, or has obtained the right to acquire, Beneficial Ownership (as defined
below) of an amount equal to or greater than such person's or group's Ownership
Threshold (as defined below) of the outstanding Capital Shares (as defined
below) (such person or group being an "Acquiring Person"), and (ii) such date,
if any, as may be designated by the Board of Directors of the Company following
the commencement of, or first public disclosure of an intent to commence, a
tender or exchange offer for outstanding Capital Shares which could result in
such person or group becoming the Beneficial Owner of an amount equal to or
greater than such person's or group's Ownership Threshold of the outstanding
Capital Shares (the earlier of such dates being called the "Distribution Date"),
the Rights will be evidenced by the certificates for Capital Shares registered
in the names of the holders thereof (which certificates shall also be deemed to
be Right Certificates, as defined below) and not by separate Right Certificates.
Therefore, until the Distribution Date, the Rights will be transferred with and
only with the Capital Shares.
"Beneficial Ownership", when used with reference to the ownership of
securities, means (i) securities which a person, or any of such person's
associates and affiliates, is deemed to "beneficially own" under Securities and
Exchange Commission Rule 13d-3, (ii) securities which a person, or any of such
person's associates and affiliates, has the right to acquire or the right to
vote pursuant to any agreement, arrangement or understanding (whether written or
oral) and (iii) securities Beneficially Owned by any person with which such
person, or any of such person's associates and affiliates, has any agreement,
arrangement or understanding (whether written or oral), or is acting in concert
or with conscious parallel behavior, for the purpose of acquiring, holding,
voting or disposing of any
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securities of the company. In the case of clause (iii), the Safety Fund Board
of Directors may attribute Beneficial Ownership of securities to any person if
the Safety Fund Board determines in good faith that such an agreement,
arrangement or understanding exists or that such actions in concert or with
conscious parallel behavior have occurred. A person will not be deemed to
Beneficially Own any Capital Shares solely by virtue of the receipt by such
person of a revocable proxy or consent given to such person pursuant to a
definitive proxy statement filed with the Securities and Exchange Commission and
otherwise in accordance with the rules and regulations under the Securities
Exchange Act of 1934.
"Capital Shares", when used with reference to the Company prior to a
business combination, shall mean the shares of Common Stock or any other shares
of capital stock of the Company into which the Common Stock shall be
reclassified or changed.
"Ownership Threshold" means, with respect to any person, the
Beneficial Ownership of the greater of (i) 15% of the Capital Shares at any time
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outstanding or (ii) the percentage of the aggregate of the outstanding Capital
Shares Beneficially Owned by such person on the date the Rights Plan is
implemented, plus in the case of this clause (ii) 1% of the Capital Shares
outstanding on such date.
As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights ("Right Certificates") will be mailed to
holders of record of the Capital Shares as of the close of business on the
Distribution Date (and to each initial record holder of certain Common Stock
originally issued after the Distribution Date), and such separate Right
Certificates alone will thereafter evidence the Rights.
The Rights are not exercisable until the Distribution Date and will
expire on January 5, 2006 (the "Expiration Date") unless earlier redeemed by the
Company as described below.
The number of Preferred Shares or other securities issuable upon
exercise of a Right, the Purchase Price, the Redemption Price (as defined below)
and the number of Rights associated with each outstanding Capital Share are all
subject to adjustment by the Board of Directors of the Company in the event of
any change in the Capital Shares or the Preferred Shares, whether by reason of
stock dividends, stock splits, recapitalizations, mergers, consolidations,
combinations or exchanges of securities, split-ups, split-offs, spin-offs,
liquidations, other similar changes in capitalization, any distribution or
issuance of cash, assets, evidences of indebtedness or subscription rights,
options or warrants to holders of Capital Shares or Preferred Shares, as the
case may be (other than distribution of the Rights or regular quarterly cash
dividends) or otherwise.
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The Preferred Shares are authorized to be issued in fractions which
are an integral multiple of one one-thousandth (1/1000th) of a Preferred Share.
The Company may, but is not required to, issue fractions of shares upon the
exercise of Rights, and, in lieu of fractional shares, the Company may issue
certificates or utilize a depository arrangement as provided by the terms of the
Preferred Shares and, in the case of fractions other than one one-thousandth
(1/1000th) of a Preferred Share or integral multiples thereof, may make a cash
payment based on the market price of such shares.
At such time as there is an Acquiring Person, the Rights will entitle
each holder (other than such Acquiring Person (or any affiliate or associate of
such Acquiring Person)) of a Right to purchase, for the Purchase Price, that
number of one one-thousandths (1/1000ths) of a Preferred Share equivalent to the
number of Capital Shares which at the time of such event would have a market
value of twice the Purchase Price.
In the event the Company is acquired in a merger or other business
combination by an Acquiring Person or an associate or affiliate of an Acquiring
Person that is a publicly traded corporation or 50% or more of the Company's
assets or assets representing 50% or more of the Company's revenues or cash flow
are sold, leased, exchanged or otherwise transferred (in one or more
transactions) to an Acquiring Person or an associate or affiliate of an
Acquiring Person that is a publicly traded corporation, each Right will entitle
its holder (subject to the next paragraph) to purchase, for the Purchase Price,
that number of common shares of such corporation which at the time of the
transaction would have a market value of twice the Purchase Price. In the event
the Company is acquired in a merger or other business combination by an
Acquiring Person or an associate or affiliate of an Acquiring Person that is not
a publicly traded entity or 50% or more of the Company's assets or assets
representing 50% or more of the Company's revenues or cash flow are sold,
leased, exchanged or otherwise transferred (in one or more transactions) to an
Acquiring Person or an associate or affiliate of an Acquiring Person that is not
a publicly traded entity, each Right will entitle its holder (subject to the
next paragraph) to purchase, for the Purchase Price, at such holder's option,
(i) that number of shares of the surviving corporation in the transaction with
such entity (which surviving corporation could be the Company) which at the time
of the transaction would have a book value of twice the Purchase Price, (ii)
that number of shares of such entity which at the time of the transaction would
have a book value of twice the Purchase Price or (iii) if such entity has an
affiliate which has publicly traded common shares, that number of common shares
of such affiliate which at the time of the transaction would have a market value
of twice the Purchase Price.
Any Rights that are at any time Beneficially Owned by an Acquiring
Person (or any affiliate or associate of an Acquiring Person) will be null and
void and nontransferable and any holder of any such Right (including any
purported transferee or subsequent holder) will be unable to exercise or
transfer any such Right.
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At any time after a person or a group becomes an Acquiring Person, the
Board of Directors of the Company may exchange all or part of the then
outstanding Rights (other than Rights that have become null and void and
nontransferable as described above) for consideration per Right consisting of
one-half of the securities that otherwise would have been issuable to the holder
of each Right upon exercise thereof. The Board of Directors of the Company may
also issue, in substitution for Preferred Shares, Common Stock having an
equivalent market value to the Preferred Shares if, at such time, the Company
has a sufficient number of Common Stock issued but not outstanding or authorized
but unissued.
At any time prior to the earlier of (i) such time as a person becomes
an Acquiring Person and (ii) the Expiration Date, the Board of Directors of the
Company may redeem the Rights in whole, but not in part, at a price (in cash or
Common Stock or other securities of the Company deemed by the Board of Directors
to be at least equivalent in value) of $.01 per Right, subject to adjustment as
provided in the Rights Agreement (the "Redemption Price").
Immediately upon the action of the Board of Directors of the Company
electing to redeem the Rights, and without any further action and without any
notice, the right to exercise the Rights will terminate and the only right of
the holders of Rights will be to receive the Redemption Price.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends.
At any time prior to the Distribution Date, the Company may, without
the approval of any holder of the Rights, supplement or amend any provision of
the Rights Agreement (including the date on which the Distribution Date shall
occur, the time during which the Rights may be redeemed or the terms of the
Preferred Shares), except that no supplement or amendment shall be made which
reduces the Redemption Price (other than pursuant to certain adjustments
therein) or provides for an earlier Expiration Date.
The Rights have certain antitakeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
without conditioning the offer on substantially all the Rights being acquired.
The Rights will not interfere with any merger or other business combination
pursuant to certain all-cash tender offers for all outstanding Capital Shares or
with a third party approved by the Board of Directors of the Company since the
Board of Directors of the Company may, at its option, at any time prior to any
person becoming an Acquiring Person, redeem all but not less than all of the
then outstanding Rights at the Redemption Price.
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The Rights Agreement specifying the terms of the Rights, the
Certificate of Vote of Directors Establishing a Series of Class of Stock of the
Preferred Shares specifying the terms of the Preferred Shares (Exhibit A to the
Rights Agreement) and the form of Right Certificate (Exhibit B to the Rights
Agreement) are filed herewith as exhibits. The foregoing description of the
Rights does not purport to be complete and is qualified in its entirety by
reference to such exhibits, which are incorporated herein by reference.
Item 2. Exhibits.
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1. Rights Agreement dated as of January 5, 1996, between The Safety Fund
Corporation and Fleet National Bank of Massachusetts, as Rights Agent.
2. Form of Certificate of the Vote of Directors Establishing a Series of
a Class of Shares (which is attached as Exhibit A to the Rights
Agreement filed as Exhibit 1 hereto).
3. Form of Right Certificate (which is attached as Exhibit B to the
Rights Agreement filed as Exhibit 1 hereto).
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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 by the undersigned, thereunto duly authorized.
THE SAFETY FUND CORPORATION
Dated: January 12, 1996 By:/s/ Christopher W.Bramley
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Christopher W. Bramley
President and Chief Executive Officer