[Federal Register Volume 63, Number 248 (Monday, December 28, 1998)]
[Notices]
[Page 71524]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 98-34205]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 35-26955]
Filings Under the Public Utility Holding Company Act of 1935, as
amended (``Act'')
December 18, 1998.
Notice is hereby given that the following filing(s) has/have been
made with the Commission pursuant to provisions of the Act and rules
promulgated under the Act. All interested persons are referred to the
applications(s) and/or declaration(s) for complete statements of the
proposed transaction(s) summarized below. The application(s) and/or
declaration(s) and any amendments is/are available for public
inspection through the Commission's Office of Public Reference.
Interested persons wishing to comment or request a hearing on the
application(s) and/or declaration(s) should submit their views in
writing by January 13, 1999, to the Secretary, Securities and Exchange
Commission, Washington, DC 20549, and serve a copy on the relevant
applicant(s) and/or declarants(s) at the address(es) specified below.
Proof of service (by affidavit or, in case of an attorney at law, by
certificate) should be filed with the request. Any request for hearing
should identify specifically the issues of fact or law that are
disputed. A person who so requests will be notified of any hearing, if
ordered, and will receive a copy of any notice or order issued in the
matter. After January 13, 1999, the application(s) and/or
declaration(s), as filed or as amended, may be granted and/or permitted
to become effective.
Interstate Energy Corporation
[70-9401]
Interstate Energy Corporation (``Interstate''), 222 West Washington
Avenue, Madison, Wisconsin 53703-0192, a registered holding company,
has filed an application-declaration under sections 6(a), 7, 9(a), 10
and 12(c) of the Act, and rules 42, 46 and 54 under the Act.
Interstate proposes to adopt a stockholder rights plan (``Plan'')
and to enter into a rights agreement (``Agreement''). Under the Plan,
Interstate's board of directors (``Board'') proposes to declare a
dividend of one right (``Right'') for each outstanding share of
Interstate common stock, $.01 par value (``Common Stock''). The
dividend will be payable to stockholders of record on a record date yet
to be determined. Each Right would entitle the holder to purchase one-
half of a share of Common Stock at a price of $47.50 per one-half share
of Common Stock, subject to adjustment (``Purchase Price'').
The Rights may not be exercised until the ``Distribution Date,''
which is defined in the Agreement as the earlier of two dates. The
first is ten days after the first public announcement that any person,
group or other entity (``Person'') has acquired, or obtained the right
to acquire or to vote, beneficial ownership of 15% or more of Common
Stock (such Person, an ``Acquiring Person'' and such event, an
``Acquisition Event''). The second is ten business days (unless
extended by the Board) after any Person has commenced, or announced an
intention to commence a tender or exchange offer which would, upon its
consummation, result in the Person becoming an Acquiring Person.
After the Distribution Date, each Right holder may exercise a
Right, upon payment of the Purchase Price, to receive Common Stock (or,
in certain circumstances, cash, property, other Interstate securities
or a reduction in the Purchase Price) having a value equal to two times
the Purchase Price. Under certain circumstances where Interstate is
acquired in a business combination transaction with, or fifty percent
or more of its assets or earning power is sold or transferred to,
another company (``Acquiring Company''), exercise of a Right at the
Purchase Price will entitle its holder to receive common stock of the
Acquiring Company also having a value equal to twice the Purchase
Price. Rights beneficially owned by any Acquiring Person will be null
and void.
The Purchase Price, the number of shares of Common Stock covered by
each Right and the number of Rights outstanding are subject to
adjustment from time to time to prevent dilution. With certain
exceptions, no adjustment in the Purchase Price will be required until
cumulative adjustments require an adjustment of at least one percent in
the Purchase Price.
The Agreement may be amended prior to the Distribution Date by
Interstate without the consent of the holders of Common Stock. After
the Distribution Date, Interstate generally may amend the Agreement to
correct ambiguities or defective provisions consistent with the
interests of holders, to shorten or lengthen any time period in the
Agreement or to otherwise change or add to the provisions of the
Agreement, so long as the change or addition does not adversely affect
the Rights holders (other than an Acquiring Person).
At any time after any Person becomes an Acquiring Person and before
any Person (not including, among others, Interstate or any of its
subsidiaries) acquired, or obtained the right to acquire or to vote,
beneficial ownership of fifty percent or more of the outstanding shares
of Common Stock, the Board may exchange the Rights (other than Rights
owned by an Acquiring Person), in whole or in part, at an exchange
ratio of one Common Share per Right, subject to adjustment.
Interstate may redeem all of the Rights at a redemption price of
$.001 per Right, subject to adjustment (``Redemption Price''), at any
time prior to the date that any Person has become an Acquiring Person.
Immediately following Interstate's public notice of an action by the
Board Interstate ordering the redemption of the Rights or the exchange
of any of the Rights, the right to exercise the Rights will terminate
and a Rights holder will be entitled only to receive the Redemption
Price or exchanged shares of Common Stock, as the case may be.
For the Commission, by the Division of Investment Management,
under delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 98-34205 Filed 12-24-98; 8:45 am]
BILLING CODE 8010-01-M
