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FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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MINNESOTA POWER & LIGHT COMPANY
(Exact name of registrant as specified in its charter)
Minnesota 41-0418150
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
30 West Superior Street
Duluth, Minnesota 55802
(Address of principal executive offices, including zip code)
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Securities to be registered pursuant to Section 12(b) of the Act:
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Title of each class Name of each exchange on which
to be so registered each class is to be so registered
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Preferred Share Purchase Rights New York Stock Exchange
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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(g) of the Act: None
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The Commission is respectfully requested to send copies of all notices,
orders and communications to:
Robert J. Reger, Jr., Esq.
Reid & Priest LLP
40 West 57th Street
New York, New York 10019
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
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On July 24, 1996, the Board of Directors of Minnesota Power & Light
Company (the "Company") declared a dividend distribution of one Right for
each outstanding share of common stock, without par value (the "Common
Stock"), of the Company to shareholders of record at the close of business
on July 24, 1996 (the "Record Date") and authorized the issuance of one
Right with respect to each share of Common Stock that becomes outstanding
between the Record Date and July 23, 2006 or such earlier time as the
Rights are redeemed. Except as described below, each Right, when
exercisable, entitles the registered holder to purchase from the Company
one one-hundredth of a share of Junior Serial Preferred Stock A, without
par value (the "Preferred Stock"), at a price of $90 per one one-hundredth
share (the "Purchase Price"), subject to adjustment. The terms of the
Rights are set forth in a Rights Agreement (the "Rights Plan") between the
Company and the Secretary of the Company, currently Philip R. Halverson, as
Rights Agent, included as an exhibit to this Registration Statement on
Form 8-A. The description of the Rights set forth below does not purport
to be complete and is qualified in its entirety by reference to the Rights
Plan.
Initially, the Rights will attach to all Common Stock certificates
representing shares then outstanding, and no separate Right Certificates
will be distributed. The Rights will be evidenced by the Common Stock
certificates together with a copy of the Summary of Rights Plan and not by
separate certificates until the earlier to occur of (i) 10 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 15% or more of the outstanding shares of
Common Stock (the "Stock Acquisition Date") or (ii) 15 business days (or
such later date as may be determined by action of the Board of Directors of
the Company (the "Board of Directors") prior to the time that any person
becomes an Acquiring Person) following the commencement of (or a public
announcement of an intention to make) a tender or exchange offer if, upon
consummation thereof, such person or group would be the beneficial owner of
15% or more of such outstanding shares of Common Stock (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, expiration or termination of the Rights), the transfer of any
certificates for Common Stock, with or without a copy of the Summary of
Rights Plan, will also constitute the transfer of the Rights associated
with the Common Stock represented by such certificates. As soon as
practicable following the Distribution Date, separate certificates
evidencing the Rights ("Right Certificates") will be mailed to holders of
record of the Common Stock as of the close of business on the Distribution
Date and, thereafter, such separate Right Certificates alone will evidence
the Rights.
-2-
Each whole share of Preferred Stock will have a minimum preferential
quarterly dividend rate equal to the greater of $51 per share or, subject
to anti-dilution adjustment, 100 times the dividend declared on the Common
Stock. In the event of liquidation, no distribution will be made to the
holders of Common Stock unless, prior thereto, the holders of the Preferred
Stock have received a liquidation preference of $100 per share, plus
accrued and unpaid dividends. Holders of the Preferred Stock will be
entitled to notice of and to vote at any meeting of the Company's
shareholders. Each whole share of Preferred Stock is entitled to one vote.
Such shares do not have cumulative voting rights. The Preferred Stock,
together with the issued and outstanding shares of the other preferred
stocks of the Company, will be expressly entitled, as one class, to elect a
majority of directors (the Common Stock electing the minority) whenever
dividends on any of the preferred stocks shall be in default in the amount
of four quarterly payments and thereafter until all such dividends in
default shall have been paid. In the event of any merger, consolidation or
other transaction in which shares of Common Stock are exchanged for or
converted into other securities and/or property, each whole share of
Preferred Stock will be entitled to receive, subject to anti-dilution
adjustment, 100 times the amount into which or for which each share of
Common Stock is so exchanged or converted. The shares of Preferred Stock
are not redeemable by the Company.
The Rights are not exercisable until the Distribution Date and will
expire at the earliest of (i) July 23, 2006 (the "Final Expiration Date"),
(ii) the redemption of the Rights by the Company as described below, and
(iii) the exchange of all Rights for Common Stock as described below.
In the event that any person (other than the Company, its affiliates
or any person receiving newly-issued shares of Common Stock directly from
the Company) becomes the beneficial owner of 15% or more of the then
outstanding shares of Common Stock, each holder of a Right will thereafter
have a right to receive, upon exercise at the then current exercise price
of the Right, Common Stock (or, in certain circumstances, cash, property or
other securities of the Company) having a value equal to two times the
exercise price of the Right. The Rights Plan contains an exemption for any
issuance of Common Stock by the Company directly to any person (for
example, in a private placement or an acquisition by the Company in which
Common Stock is used as consideration), even if that person would become
the beneficial owner of 15% or more of the Common Stock, provided that such
person does not acquire any additional shares of Common Stock.
In the event that, at any time following the Stock Acquisition Date,
the Company is acquired in a merger or other business combination
transaction or 50% or more of the Company's assets or earning power are
sold, proper provision will be made so that each holder of a Right will
thereafter have the right to receive, upon exercise at the then current
exercise price of the Right, common stock of the acquiring or surviving
company having a value equal to two times the exercise price of the Right.
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Notwithstanding the foregoing, following the occurrence of any of the
events set forth in the preceding two paragraphs (the "Triggering Events"),
any Rights that are, or (under certain circumstances specified in the
Rights Plan) were, beneficially owned by any Acquiring Person will
immediately become null and void.
The Purchase Price payable, and the number of shares of Preferred
Stock or other securities or property issuable, upon exercise of the
Rights, are subject to adjustment from time to time to prevent dilution,
among other circumstances, in the event of a stock dividend on, or a
subdivision, split, combination, consolidation or reclassification of, the
Preferred Stock or the Common Stock, or a reverse split of the outstanding
shares of Preferred Stock or the Common Stock.
At any time after the acquisition by a person or group of affiliated
or associated persons of beneficial ownership of 15% or more of the
outstanding Common Stock and prior to the acquisition by such person or
group of 50% or more of the outstanding Common Stock, the Board of
Directors may exchange the Rights (other than Rights owned by such person
or group, which have become void), in whole or in part, at an exchange
ratio of one share of Common Stock per Right (subject to adjustment).
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1%
in the Purchase Price. The Company will not be required to issue
fractional shares of Preferred Stock or Common Stock (other than fractions
in multiples of one one-hundredths of a share of Preferred Stock) and, in
lieu thereof, an adjustment in cash may be made based on the market price
of the Preferred Stock or Common Stock on the last trading date prior to
the date of exercise.
At any time after the date of the Rights Plan until the time that a
person becomes an Acquiring Person, the Board of Directors may redeem the
Rights in whole, but not in part, at a price of $.01 per Right (the
"Redemption Price"), which may (at the option of the Company) be paid in
cash, shares of Common Stock or other consideration deemed appropriate by
the Board of Directors. Upon the effectiveness of any action of the Board
of Directors ordering redemption of the Rights, the Rights will terminate
and the only right of the holders of Rights will be to receive the
Redemption Price.
Issuance of Preferred Stock or Common Stock upon exercise of the
Rights will be subject to any necessary regulatory approvals. 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.
The provisions of the Rights Plan may be amended by the Company,
except that any amendment adopted after the time that a person becomes an
Acquiring Person may not adversely affect the interests of holders of
Rights.
-4-
As of July 24, 1996, there were 31,935,547 shares of Common Stock
outstanding. Each share of Common Stock outstanding on and after July 24,
1996 will receive one Right. One million shares of Preferred Stock will be
reserved for issuance in the event of exercise of the Rights.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the
Company without conditioning the offer on the Rights being redeemed or a
substantial number of Rights being acquired, and under certain
circumstances the Rights beneficially owned by such a person or group may
become void. The Rights should not interfere with any merger or other
business combination approved by the Board of Directors because, if the
Rights would become exercisable as a result of such merger of business
combination, the Board of Directors may, at its option, at any time prior
to the time that any Person becomes an Acquiring Person, redeem all (but
not less than all) of the then outstanding Rights at the Redemption Price.
Item 2. Exhibits.
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Exhibit
Number Description
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*1 Rights Agreement, dated as of July 24, 1996,
between Minnesota Power & Light Company and The
Corporate Secretary of Minnesota Power & Light
Company, as Rights Agent (including Exhibit A -
Form of Certificate of Resolution Fixing Terms of
Junior Serial Preferred Stock A, Exhibit B - Form
of Right Certificate and Exhibit C - Summary of
the Rights Plan).
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* Incorporated herein by reference from Form 8-K of the Registrant (File
No. 1-3548) dated August 2, 1996.
-5-
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, thereto duly authorized.
Minnesota Power & Light Company
Dated: August 6, 1996 By: /s/ D.G. Gartzke
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D.G. Gartzke
Senior Vice President - Finance
and Chief Financial Officer