-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, W1wnL4lSTMjhHpQhj+6v7sxK7eF+X5Z3pyYol9Q6JnPBYMV8XSZo/MruD7lersWv n1RXL5FWEhwzkSPWoFUUrA== 0000310103-99-000014.txt : 19990517 0000310103-99-000014.hdr.sgml : 19990517 ACCESSION NUMBER: 0000310103-99-000014 CONFORMED SUBMISSION TYPE: 8-A12B/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990514 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONNECTICUT ENERGY CORP CENTRAL INDEX KEY: 0000310103 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS DISTRIBUTION [4924] IRS NUMBER: 060869582 STATE OF INCORPORATION: CT FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12B/A SEC ACT: SEC FILE NUMBER: 001-08369 FILM NUMBER: 99622119 BUSINESS ADDRESS: STREET 1: 855 MAIN STREET CITY: BRIDGEPORT STATE: CT ZIP: 06604 BUSINESS PHONE: 8007607776 MAIL ADDRESS: STREET 1: 855 MAIN ST CITY: BRIDGEPORT STATE: CT ZIP: 06604 8-A12B/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------- FORM 8-A/A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 CONNECTICUT ENERGY CORPORATION ------------------------------ (Exact name of registrant as specified in its charter) Connecticut 06-0869582 ---------------------------- ------------------- (State or Other Jurisdiction (IRS Employer of Incorporation) Identification No.) 855 Main Street 06604 Bridgeport, Connecticut 06604 ----------------------------- ------------------ (Address of Principal (Zip Code) Executive Offices) If this Form relates to the registration of a class of debt securities and is effective upon filing pursuant to General Instruction A(c)(1) please check the following box. [ ] If this Form relates to the registration of a class of debt securities and is to become effective simultaneously with the effectiveness of a concurrent registration statement under the Securities Act of 1933 pursuant to General Instruction A(c)(2) please check the following box. [ ] Securities to be registered pursuant to Section 12(b) of the Act: None ---------------- (Title of class) Securities to be registered pursuant to Section 12(g) of the Act: None ---------------- (Title of class) Item 1. Description of Securities To Be Registered. On August 24, 1998, the Registrant filed Form 8-A with the Commission, registering Common Stock Purchase Rights pursuant to Section 12(b) of the Act. The Rights Agreement dated as of July 28,1998 between Connecticut Energy Corporation and BankBoston, N.A., as Rights Agent, was filed as an Exhibit to Form 8-A. The First Amendment to the Rights Agreement, dated as of April 22, 1999, is filed herewith. Item 2. Exhibits. Exhibits. The following exhibit is filed herewith and incorporated herein by reference: I. First Amendment to the Rights Agreement dated as of April 22, 1999 between Connecticut Energy Corporation and BankBoston, N.A., as Rights Agent. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. CONNECTICUT ENERGY CORPORATION Dated: May 14, 1999 By: /s/ Samuel W. Bowlby ------------ -------------------------------------- Name: Samuel W. Bowlby Title: Vice President, General Counsel and Secretary EX-1 2 EXHIBIT I FIRST AMENDMENT TO THE RIGHTS PLAN AMENDMENT, dated as of April 22, 1999, to the Rights Agreement, dated as of July 28, 1998 (the "Rights Agreement"), between Connecticut Energy Corporation (the "Company") and BankBoston, N.A., as Rights Agent (the "Rights Agent"). WHEREAS, the parties hereto are parties to the Rights Agreement; WHEREAS, pursuant to Section 27 of the Rights Agreement, the Board of Directors deems it necessary and desirable and in the best interests of the Company and its shareholders to amend the Rights Agreement as set forth below; and WHEREAS, the parties hereto desire to amend the Rights Agreement, as provided herein. NOW, THEREFORE, in consideration of the premises and the mutual promises set forth herein and in the Rights Agreement, the parties hereto agree as follows: 1. The definition of "Acquiring Person" as set forth in Section 1(a) of the Rights Agreement is hereby amended by adding the following provision at the end of the first sentence thereof: ;provided, however, that neither Energy East Corporation ("Parent") nor Merger Co. ("Merger Sub") shall be deemed an "Acquiring Person" as a result of the execution, delivery and performance of the Agreement and Plan of Merger (the "Merger Agreement") dated as of April 23, 1999, among Connecticut Energy Corporation, Parent and Merger Sub or the consummation of the transactions contemplated by the Merger Agreement (the "Merger"). 2. Section 7(a) of the Rights Agreement is hereby amended by adding "or (iv) immediately prior to the effective time of the Merger contemplated by and in accordance with the Merger Agreement (the "Effective Time")". 3. Clause (a)(x) of Section 13 of the Rights Agreement is hereby amended to read in its entirety as follows: "(a)(x) other than pursuant to the Merger Agreement, the Company shall consolidate with, or merge with and into, any other Person and the Company shall not be the continuing or surviving corporation of such consolidation or merger," 4. Section 23(a) of the Rights Agreement is hereby amended: (a) by replacing the word "earlier" with "earliest" in the third line, (b) by replacing the word "or" immediately preceding "(y)" in the seventh line with a comma and (c) by adding immediately before the word "redeem" in the seventh line "or (z) the Effective Time,". 5. Section 23 is hereby amended by adding subsection (d) at the end thereof as follows: "(d) Notwithstanding anything in this Agreement to the contrary, if any Right is not (i) exercised by the registered holder of the Right Certificate evidencing such Right pursuant to Section 7 or (ii) redeemed by the Board of Directors of the Company pursuant to Section 23, in each case prior to the Expiration Date, this Agreement shall immediately expire and be terminated and all such Rights shall be canceled and shall cease to exist." 6. This Amendment shall be governed by and construed in accordance with the laws of the State of Connecticut applicable to contracts to be made and performed entirely within such State. 7. Except as expressly amended hereby, the Rights Agreement shall continue in full force and effect in accordance with the provisions thereof. 8. This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. IN WITNESS WHEREOF, Connecticut Energy Corporation and the Rights Agent have executed this Amendment as of the date first above written. CONNECTICUT ENERGY CORPORATION By: /s/ Samuel W. Bowlby -------------------- Name: Samuel W. Bowlby Title: Vice President and General Counsel Attest: By: /s/ Anne O. McCrory -------------------- Name: Anne O. McCrory Title: Counsel BANKBOSTON, N.A. By: /s/ James P. Mitchell --------------------- Name: James P. Mitchell Title: Senior Account Manager Attest: By: /s/ Michael Simeoni ------------------- Name: Michael Simeoni Title: Account Manager -----END PRIVACY-ENHANCED MESSAGE-----