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
PHILADELPHIA SUBURBAN CORPORATION
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(Exact name of registrant as specified in its charter)
PENNSYLVANIA 23-1702594
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
762 Lancaster Avenue
Bryn Mawr, Pennsylvania 19010
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(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
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Preferred Share New York Stock Exchange
Purchase Rights Philadelphia Stock Exchange
Securities to be registered pursuant to Section 12(g)of the Act:
None
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(Title of class)
Item 1. Description of Registrant's Securities to be Registered.
On February 3, 1998 the Board of Directors of Philadelphia
Suburban Corporation (the "Company") declared a dividend distribution of one
right (a "Right") for each outstanding share of Common Stock, $.50 par value
(each, a "Common Share"), of the Company to stockholders of record at the close
of business on March 1, 1998. Each Right entitles the registered holder to
purchase from the Company a unit consisting of one one-thousandth of a share (a
"Unit") of the Series A Junior Participating Preferred Shares, par value $1.00
per share, of the Company (the "Preferred Shares"), or a combination of
securities and assets of equivalent value, at a Purchase Price of $90 per Unit,
subject to adjustment. The description and terms of the Rights are set forth in
a Rights Agreement (the "Rights Agreement") between the Company and ChaseMellon
Shareholder Services, L.L.C., as Rights Agent.
Initially, ownership of the Rights will be evidenced by the
Common Share certificates representing shares then outstanding, and no separate
Rights Certificates will be distributed. The Rights will separate from the
Common Shares and a distribution date will occur (the "Distribution Date") upon
the earlier of (i) ten (10) business days following a public announcement that a
person or group of affiliated or associated persons (an "Acquiring Person") has
acquired, or obtained the right to acquire, beneficial ownership of 20% or more
of the outstanding Common Shares (the "Stock Acquisition Date"), or (ii) within
ten (10) business days (or such later date as may be determined by the Board of
Directors prior to such time as any person or group of affiliated or associated
persons becomes an Acquiring Person) following the commencement of a tender
offer or exchange offer that would result in a person or group (excluding the
Company and its subsidiaries and benefit plans) beneficially owning 20% or more
of the outstanding Common Shares. Until the Distribution Date, the Rights will
be evidenced by the Common Share certificates and will be transferred with and
only with such Common Share certificates. Therefore, the surrender for transfer
of any certificates for Common Shares outstanding will also constitute the
transfer of the Rights associated with the Common Shares represented by such
certificate.
The Rights are not exercisable until the Distribution Date and
will expire at the close of business on March 1, 2008, unless earlier redeemed
by the Company as described below or unless a transaction under Section 13(d) of
the Rights Agreement has occurred.
As soon as practicable after the Distribution Date, Rights Certificates
will be mailed to holders of record of the Common Shares as of the close of
business on the Distribution Date and thereafter, the separate Rights
Certificates alone will represent the Rights. Except as otherwise determined by
the Board of Directors, and except in connection with the exercise of employee
stock options or stock appreciation rights or under any other benefit plan for
employees or directors or in connection with the exercise of warrants or
conversion of convertible securities, only Common Shares issued after March 1,
1998 and prior to the Distribution Date will be issued with Rights.
Except in the circumstances described below, after the
Distribution Date each Right will be exercisable into one one-thousandth of a
Preferred Share (a "Preferred Share Fraction"). Each Preferred Share Fraction
carries voting and dividend rights that are intended to produce the equivalent
of one Common Share. The voting and dividend rights of the Preferred Shares are
subject to adjustment in the event of dividends, subdivisions and combinations
with respect to the Common Shares of the Company. In lieu of issuing
certificates for Preferred Share Fractions which are less than an integral
multiple of one Preferred Share (i.e. 1,000 Preferred Share Fractions), the
Company may pay cash representing the current market value of the Preferred
Share Fractions.
In the event that at any time following the Stock Acquisition
Date, (i) the Company is the surviving corporation in a merger with an Acquiring
Person and its Common Shares remain outstanding, (ii) a person, including
affiliates and associates, becomes the beneficial owner of more than 20% of the
then outstanding Common Shares (unless such acquisition is made pursuant to a
tender or exchange offer for all outstanding Common Shares upon terms and
conditions determined by at least a majority of the Continuing Directors (as
defined below), after receiving advice from one or more nationally recognized
investment banking firms, to be in the best interests of the Company and its
stockholders (a "Qualifying Offer")), (iii) an Acquiring Person engages in one
or more "self-dealing" transactions, as set forth in the Rights Agreement or
(iv) during such time as there is an Acquiring Person an event occurs that
results in such Acquiring Person's ownership interest being increased by more
than one percent (1%) (e.g., a reverse stock split), each holder of a Right will
thereafter have the right to receive, upon exercise, Common Shares (or, in
certain circumstances, cash, property or other securities of the Company) having
a value equal to approximately two times the exercise price of the Right. In
lieu of requiring payment of the Purchase Price upon exercise of the Rights
following any such event, the Company, by action of a majority of the Continuing
Directors in office at the time, may permit the holders simply to surrender the
Rights, in which event they will be entitled to receive Common Shares (and other
property, as the case may be) with a value of 50% of what could be purchased by
payment of the full Purchase Price. Notwithstanding any of the foregoing,
following the occurrence of any of the events set forth in clauses (i), (ii),
(iii) or (iv) of this paragraph, all Rights that are, or (under certain
circumstances specified in the Rights Agreement) were, beneficially owned by any
Acquiring Person who was involved in the transaction giving rise to any such
event will be null and void. However, Rights are not exercisable following the
occurrence of any of the events set forth above until such time as the Rights
are no longer redeemable by the Company as set forth below.
For example, at an exercise price of $90 per Right, each Right
not otherwise voided following an event set forth in the preceding paragraph
would entitle its holder to purchase $180 worth of Common Shares (or other
consideration, as noted above) for $90. Assuming that the Common Shares had a
per share value of $30 at such time, the holder of each valid Right would be
entitled to purchase six Common Shares for $90. Alternatively, the Company could
permit the holder to surrender each Right in exchange for stock equivalent to
three Common Shares (or cash or other securities with a value of $90) without
the payment of any consideration other than the surrender of the Right.
In the event that, at any time following the Stock Acquisition
Date, (i) the Company is acquired in a merger or other business combination
transaction in which the Company is not the surviving corporation (other than a
merger that follows a Qualifying Offer), or (ii) 50% or more of the Company's
assets or earning power is sold or transferred, each holder of a Right (except
Rights that previously have been voided as set forth above) shall thereafter
have the right to receive, upon exercise, common shares of the acquiring company
having a value equal to approximately two times the exercise price of the Right.
Again, provision is made to permit, at the option of the Company, surrender of
the Rights in exchange for one-half of the value otherwise purchasable. The
events set forth in this paragraph and in the second preceding paragraph are
referred to as the "Triggering Events."
The Purchase Price payable, and the number of Units of
Preferred Shares or other securities or property issuable upon exercise of the
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, the Preferred Shares, (ii) if holders of the Preferred
Shares are granted certain rights or warrants to subscribe for Preferred Shares
or convertible securities at less than the current market price of the Preferred
Shares, or (iii) upon the distribution to holders of the Preferred Shares of
evidences of indebtedness or assets (excluding regular quarterly dividends) or
of subscription rights or warrants (other than those referred to above). Similar
dilution protection exists with respect to transactions affecting Common Shares
similar to those described in clauses (i) - (iii) above.
With certain exceptions, no adjustment in the Purchase Price
will be required until cumulative adjustments amount to at least 1% of the
Purchase Price. No fractional Units will be issued and, in lieu thereof, an
adjustment in cash will be made based on the market price of the Preferred
Shares on the last trading date prior to the date of exercise.
At any time until ten days following the Stock Acquisition
Date, the Company may redeem the Rights in whole, but not in part, at a price of
$.01 per Right. That ten day redemption period may be extended by the Board of
Directors so long as the Rights are still redeemable. Under certain
circumstances set forth in the Rights Agreement, the decision to redeem will
require the concurrence of a majority of the Continuing Directors (as defined
below). Immediately upon the action of the Board of Directors ordering
redemption of the Rights, with, where required, the concurrence of the
Continuing Directors, the Rights will terminate and the only right of the
holders of Rights will be to receive the $.01 redemption price.
The term "Continuing Directors" means any member of the Board
of Directors of the Company who was a member of the Board prior to the date of
the Rights Agreement, and any person who is subsequently elected to the Board if
such person's nomination for election to the Board is recommended or approved by
a majority of the Continuing Directors, but shall not
include an Acquiring Person, or an affiliate or associate of an Acquiring
Person, or any representative of the foregoing entities.
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. 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 Preferred Shares (or other consideration) of the
Company or for common shares of the acquiring company as set forth above.
Other than those provisions relating to certain principal
economic terms of the Right, any of the provisions of the Rights Agreement may
be amended by the Board of Directors of the Company prior to the Distribution
Date. After the Distribution Date, the provisions of the Rights Agreement may be
amended by the Board (in certain circumstances with the concurrence of a
majority of the Continuing Directors) in order to cure any ambiguity, to make
changes that do not adversely affect the interests of holders of Rights
(excluding the interests of any Acquiring Person), or to shorten or lengthen any
time period under the Rights Agreement; provided, however, that no amendment to
adjust the time period governing redemption shall be made at such time as the
Rights are not redeemable.
A copy of the Rights Agreement is being filed with the
Securities and Exchange Commission as an Exhibit to this Registration Statement
on Form 8-A. This summary description of the Rights does not purport to be
complete and is qualified in its entirety by reference to the Rights Agreement,
which is incorporated herein by reference.
Item 2. Exhibits.
1. Rights Agreement, dated as of March 1, 1998, between
Philadelphia Suburban Corporation and ChaseMellon Shareholders
Services, L.L.C., as Rights Agent, which includes, as Exhibit
A thereto, the Resolutions of the Board of Directors with
respect to Series A Junior Participating Preferred Shares and
as Exhibit B thereto, the form of Rights Certificate.
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.
PHILADELPHIA SUBURBAN CORPORATION
By: /s/ Roy H. Stahl
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Name: Roy H. Stahl
Title: Senior Vice President and
General Counsel
Dated: February 24, 1998
Exhibit Index
Exhibit Sequentially
Number Description Numbered Page
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1. Rights Agreement, dated as of March 1, 1998, between
Philadelphia Suburban Corporation and ChaseMellon Shareholder
Services, L.L.C., as Rights Agent, which includes, as Exhibit A
thereto, the Resolution of the Board of Directors with respect
to Series A Junior Participating Preferred Shares and as Exhibit
B thereto, the form of Rights Certificate.