-----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, PX3Bd4wzcoGWG0Qn/3cDawKGFoqfCDzhOF7WXY4j9KW5TZUuzIsw+uQijPFA1XZ3 orfB95hobzGqZXbmkjOXAw== 0000950123-99-011011.txt : 19991220 0000950123-99-011011.hdr.sgml : 19991220 ACCESSION NUMBER: 0000950123-99-011011 CONFORMED SUBMISSION TYPE: 8-A12G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19991217 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ETOWN CORP CENTRAL INDEX KEY: 0000764403 STANDARD INDUSTRIAL CLASSIFICATION: WATER SUPPLY [4941] IRS NUMBER: 221683171 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12G/A SEC ACT: SEC FILE NUMBER: 001-11023 FILM NUMBER: 99776327 BUSINESS ADDRESS: STREET 1: 600 SOUTH AVE STREET 2: P O BOX 788 CITY: WESTFIELD STATE: NJ ZIP: 07090 BUSINESS PHONE: 9086541234 MAIL ADDRESS: STREET 1: P O BOX 788 CITY: WESTFIELD STATE: NJ ZIP: 07091 8-A12G/A 1 AMENDMENT TO FORM 8-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 E'TOWN CORPORATION (Exact name of registrant as specified in its charter) NEW JERSEY 1-11023 22-2596330 (State of Incorporation) (Commission File Number) IRS Employer Identification Number) 600 South Avenue, Westfield, New Jersey 07090 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (908) 654-1234 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 AMENDMENT TO FORM 8-A The undersigned registrant hereby amends the following items, financial statements, exhibits or other portions of its registration on Form 8-A dated February 4, 1991: ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. Item 1 of the Form 8-A dated February 4, 1991 (the "Form 8-A"), filed by E'town Corporation (the "Company") is hereby amended by adding the following: The Company amended the Rights Agreement in an Amendment dated as of November 21, 1999 (the "Amendment"). Pursuant to the terms of the Agreement and Plan of Merger dated as of November 21, 1999 among the Company, Thames Water Plc and Edward Acquisition Corp. ("Merger Sub") providing for the merger of Merger Sub with and into the Company (the "Merger"), the Rights Agreement was amended so that (i) the Company may proceed to consummate the Merger without triggering the provisions of the Rights Agreement, and (ii) the Rights would expire immediately prior to the effective time of the Merger. A copy of the Amendment is filed as an exhibit to this amendment to Form 8-A, and is incorporated herein by reference. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment. Capitalized terms used and not otherwise defined herein have the meanings ascribed to them in the Rights Agreement and the Amendment. ITEM 2. EXHIBITS. Item 2 of the Form 8-A is hereby amended by adding the following: 4. Amendment dated as of November 21, 1999 to the Rights Agreement dated as of February 4, 1991 is incorporated herein by reference to Exhibit 4 to Form 8-K filed by the Company on December 17, 1999. 2 3 SIGNATURE 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 hereunto duly authorized. Dated: December 17, 1999. E'TOWN CORPORATION BY: /s/ GAIL P. BRADY ------------------ Gail P. Brady Treasurer 3 4 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION - ------------------------------------------------------------------------------- 4. Amendment dated as of November 21, 1999 to the Rights Agreement dated as of February 4, 1991 is incorporated herein by reference to Exhibit 4 to Form 8-K filed by the Company on December 17, 1999. 4 -----END PRIVACY-ENHANCED MESSAGE-----