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
AMERICAN STATES FINANCIAL CORPORATION
(Exact name of registrant as specified in charter)
INDIANA 35-1976549
(State of incorporation (I.R.S. Employer
or organization) Identification Number)
500 North Meridian Street
Indianapolis, Indiana 46204
(Address of principal executive offices, including zip code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be registered each class is to be registered
Common Stock, No Par Value New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
(Title of class)
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INFORMATION REQUIRED IN
REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
The capital stock of American States Financial Corporation, an Indiana
corporation (the "Company"), to be registered on the New York Stock Exchange
(the "Exchange") is the Company's Common Stock, no par value. The Company's
authorized capital stock consists of 195,000,000 shares of Common Stock and
5,000,000 shares of preferred stock (the "Preferred Stock"). Immediately
following the Offerings, approximately 60,000,000 shares of Common Stock will be
outstanding (61,500,000 shares assuming the Underwriters' over-allotment option
is exercised). All of the shares of Common Stock that will be outstanding
immediately following the Closing, including the shares of the Common Stock sold
in the Offerings, will be validly issued, fully paid and nonassessable.
Holders of Common Stock will be entitled to one vote for each share on
all matters voted on by shareholders, including elections of directors, and,
except as otherwise required by law and provided in any resolution adopted by
the Company's Board of Directors with respect to any series of Preferred Stock,
the holders of such shares will possess exclusive voting power. The Articles of
Incorporation of the Company (the "Articles") do not provide for cumulative
voting in the election of directors. Holders of Common Stock shall have no
preemptive, subscription, redemption or conversion rights. Subject to any
preferential rights of any outstanding series of Preferred Stock created by the
Company's Board of Directors from time to time, the holders of Common Stock will
be entitled to such dividends as may be declared from time to time by the
Company's Board of Directors from funds available therefor, and upon liquidation
will be entitled to receive pro rata all assets of the Company available for
distribution to such holders.
The Company's Articles authorize the Company's Board of Directors to
establish one or more series of Preferred Stock and to determine, with respect
to any series of Preferred Stock, the terms and rights of such series, including
(i) the designation of the series, (ii) the number of shares of the series,
which number the Company's Board of Directors may thereafter (except where
otherwise provided in the applicable certificate of designation) increase or
decrease (but not below the number of shares thereof then outstanding), (iii)
whether dividends, if any, will be cumulative or noncumulative, the preference
or relation which such dividend, if any, will bear to the dividends payable on
any other class or classes of any other series of capital stock, and the
dividend rate of the series, (iv) the conditions and dates upon which dividends,
if any, will be payable, (v) the redemption rights and price or prices, if any,
for shares of the series, (vi) the terms and amounts of any sinking fund
provided for the purchase or redemption of shares of the series, (vii) the
amounts payable on and the preference, if any, of shares of the series in the
event of any voluntary or involuntary liquidation, dissolution or winding up of
the affairs of the Company, (viii)(a) whether the shares of the series will be
convertible or exchangeable into shares of any other class or series, or any
other security, of the Company or any other corporation, and (b) if so, the
specification of such other class or series or such other security, the
conversion or exchange price(s) or rate(s), any adjustments thereof, the date(s)
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as of which such shares shall be convertible or exchangeable and all other terms
and conditions upon which such conversion or exchange may be made, (ix)
restrictions on the issuance of shares of the same series or of any other class
or series, (x) the voting rights, if any, of the holders of the shares of the
series, and (xi) any other relative rights, preferences and limitations of such
series.
Although the Company's Board of Directors has no present intention of
doing so, it could issue a series of Preferred Stock that, depending on the
terms of such series, could impede the completion of a merger, tender offer or
other takeover attempt. The Company's Board of Directors will make any
determination to issue such shares based on its judgment as to the best
interests of Company and its shareholders. The Company's Board of Directors, in
so acting, could issue Preferred Stock having terms that could discourage an
acquisition attempt through which an acquiror may be able to change the
composition of the Company's Board of Directors, including a tender offer or
other transaction that some, or a majority, of the Company's shareholders may
believe to be in their best interests or in which shareholders might receive a
premium for their Common Stock over the then current market price of such Common
Stock.
The following discussion is a general summary of the material
provisions of the Company's Articles, the Company's By-Laws (the "By-Laws") and
certain other provisions which may be deemed to have an effect of delaying,
deferring or preventing a change in control. The following description of
certain of these provisions is general and not necessarily complete and is
qualified by reference to the Articles and By-Laws.
Directors. Certain provisions in the Articles and By-Laws will impede
changes in majority control of the Board of Directors of the Company. The
Articles provide that the Board of Directors of the Company will be divided into
three classes, with directors in each class elected for three-year staggered
terms. Therefore, it would take two annual elections to replace a majority of
the Company's Board of Directors. The By-Laws also impose certain notice and
information requirements in connection with the nomination by shareholders of
candidates for election to the Board of Directors or the proposal by
shareholders of business to be acted upon at an annual meeting of shareholders.
The Articles provide that directors may be removed only by the affirmative vote
of at least 75% of the shares eligible to vote generally in the election of
directors.
Authorization of Preferred Stock. The Board of Directors of the Company
is authorized, without shareholder approval, to issue Preferred Stock in series
and to fix the voting designations, preferences and relative, participating,
optional or other special rights of the shares of each series and the
qualifications, limitations and restrictions thereof. Preferred Stock may rank
prior to the Common Stock as to dividend rights, liquidation preferences, or
both, and could have full or superior voting rights. The holders of Preferred
Stock will be entitled to vote as a separate class or a series under certain
circumstances, regardless of any other voting rights which such holders may
have. Accordingly, issuance of shares of Preferred Stock could adversely affect
the voting power of holders of Common Stock or could have the effect of
deterring or delaying an attempt to obtain control of the Company.
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Provisions of Indiana Law. Several provisions of the Indiana Business
Corporation Law (the "IBCL") could affect the acquisition of shares of the
Common Stock or otherwise the control over the Company. Chapter 43 of the IBCL
prohibits certain business combinations, including mergers, sales of assets,
recapitalizations, and reverse stock splits, between corporations such as the
Company (assuming that it has over 100 shareholders) and an interested
shareholder, defined as the beneficial owner of 10% or more of the voting power
of the outstanding voting shares, for five years following the date on which the
shareholder obtained 10% ownership unless the business combination or the
purchase of the shares was approved in advance of that date by the board of
directors. If prior approval were not obtained, several price and procedural
requirements must be met before the business combination can be completed.
In addition, the IBCL contains provisions designed to assure that
minority shareholders have a voice in determining their future relationship with
Indiana corporations in the event that a person made a tender offer for, or
otherwise acquired, shares giving the acquiror more than 20%, 33 1/3%, and 50%
of the outstanding voting securities of corporations having 100 or more
shareholders (the "Control Share Acquisitions Statute"). Under the Control Share
Acquisitions Statute, if an acquiror purchases those shares at a time that the
corporation is subject to the Control Share Acquisitions Statute, then until
each class or series of shares entitled to vote separately on the proposal
approves, by a majority of all votes entitled to be cast by that group
(excluding shares held by officers of the corporation, by employees of the
corporation who are directors thereof and by the acquiror), the rights of the
acquiror to vote the shares that take the acquiror over each level of ownership
as stated in the statute, the acquiror cannot vote those shares.
The IBCL requires directors to discharge their duties, based on the
facts then known to them, in good faith, with the care an ordinary, prudent
person in a like position would exercise under similar circumstances and in a
manner the director reasonably believes to be in the best interests of the
corporation. The director is not personally liable for any action taken as a
director, or any failure to take any action, unless the director has breached,
or failed to perform the duties of the director's office in compliance with, the
foregoing standard and the breach or failure to perform constitutes willful
misconduct or recklessness.
The IBCL specifically authorizes directors, in considering the best
interests of a corporation, to consider the effects of any action on
shareholders, employees, suppliers, and customers of the corporation, and
communities in which offices or other facilities of the corporation are located,
and any other factors the directors consider pertinent. Under the IBCL,
directors are not required to approve a proposed business combination or other
corporate action if the directors determine in good faith that such approval is
not in the best interests of the corporation. The IBCL explicitly provides that
the different or higher degree of scrutiny imposed in Delaware and certain other
jurisdictions upon director actions taken in response to potential changes in
control will not apply.
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The foregoing provisions of the IBCL could have the effect of
preventing or delaying a person from acquiring or seeking to acquire a
substantial equity interest in, or control of, the Company.
Insurance Regulation Concerning Change of Control. Many state insurance
regulatory laws, including Indiana's, intended primarily for the protection of
policyholders contain provisions that require advance approval by state agencies
of any change in control of an insurance company or insurance holding company
which owns an insurance company that is domiciled (or, in some cases, having
such substantial business that it is deemed commercially domiciled) in that
state. In addition, many state insurance regulatory laws contain provisions that
require prenotification to state agencies of a change in control of a
nondomestic admitted insurance company in that state. While such prenotification
statutes do not authorize the state agency to disapprove the change of control,
such statutes do authorize issuance of a cease and desist order with respect to
the nondomestic admitted insurer if certain conditions exist, such as undue
market concentration. Any future transactions constituting a change in control
of the Company would generally require prior approval by the insurance
departments of Indiana, Texas and Illinois, as well as notification in those
states which have preacquisition notification statutes or regulations. The need
to comply with those requirements may deter, delay or prevent certain
transactions affecting the control of the Company or the ownership of the
Company's Common Stock, including transactions which could be advantageous to
the shareholders of the Company. For a more comprehensive discussion of
applicable Indiana regulations.
The Common Stock has been approved for listing on the New York Stock
Exchange, subject to official notice of issuance, under the symbol "ASX."
Item 2. Exhibits.
The exhibits filed herewith or incorporated by reference herein are
listed on the Exhibit Index at page 6 of this Form 8-A.
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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
filed on its behalf by the undersigned, thereto duly authorized.
AMERICAN STATES FINANCIAL CORPORATION
By:/s/Thomas M. Ober
----------------------------------
Thomas M. Ober
Vice President, Secretary and
General Counsel
Dated: May 17, 1996
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EXHIBIT LIST
II. Exhibits filed with the New York Stock Exchange.
Number Assigned
on Form 8-A Description of Exhibit
----------- ----------------------
1 Company's Amendment No. 2 to Registration
Statement on Form S-1 (Registration No. 333-2434)
filed with the Securities and Exchange Commission
on May 14, 1996 (the "Registration Statement")
4.1 Company's Restated Articles of Incorporation.
4.2 Company's Restated Code of By-Laws.
5 Specimen certificate of the Company's Common Stock,
No ParValue
