FORM 8-A/A
Amendment No. 1
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
FARM FAMILY HOLDINGS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 14-1789227
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(State of incorporation or organization) (I.R.S.Employer Identification No.)
344 Route 9W
Glenmont, NY 12077
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(Address of principal executive offices) (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 so registered each class is to be registered
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Preferred Stock Purchase Rights, New York Stock Exchange
$0.001 par value
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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Item 1. Description of Registrant's Securities to be Registered
On July 29, 1997, the Board of Directors of Farm Family Holdings, Inc. (the
"Company") authorized and declared a dividend of one preferred share purchase
right (a "Right") for each outstanding share of common stock, par value $.01 per
share (the "Common Shares") of the Company. The dividend was payable on July 29,
1997 to the shareholders of record on July 29, 1997 (the "Record Date"). Each
Right entitles the registered holder to purchase from the Company one
one-hundredth of a share of Junior Participating Cumulative Preferred Stock, par
value $.01 per share ("Preferred Shares") of the Company at a Purchase Price
(the "Purchase Price") of $90, subject to adjustment in certain circumstances
(as defined below). The description and terms of the Rights are set forth in the
Rights Agreement (the "Rights Agreement") dated as of July 29, 1997 between the
Company and The Bank of New York, as Rights Agent (the "Rights Agent").
Initially, the Rights will be attached to all Common Share certificates
representing shares then outstanding, and no separate certificates representing
the Rights ("Right Certificates") will be distributed. The Rights will separate
from the Common Shares and a "Distribution Date" will occur upon the earlier of
(i) ten business days following a public announcement (the "Shares Acquisition
Date") that a person or group of affiliated or associated persons has acquired,
or obtained the right to acquire, beneficial ownership of 20% or more of the
outstanding Common Shares (an "Acquiring Person"), or (ii) ten business days (or
such specified or unspecified date as may be determined by action of the Board
of Directors of the Company) following the commencement or announcement of the
intent to commence a tender offer or exchange offer that would result in a
person or group of affiliated or associated persons beneficially owning 20% or
more of the outstanding Common Shares. Notwithstanding the foregoing, an
Acquiring Person does not include (A) the Company or any subsidiary of the
Company, (B) any employee benefit plan (including, but not limited to, any
employee stock ownership plan) of the Company or any subsidiary of the Company
or any person organized, appointed or established by the Company or such
subsidiary as a fiduciary for or pursuant to the terms of any such employee
benefit plan, or (C) any person who would otherwise be an Acquiring Person but
for the good faith determination by the Board of Directors of the Company that
such person has become an Acquiring Person inadvertently, provided that such
person together with its affiliates and associates divest themselves as promptly
as practicable of beneficial ownership of a sufficient number of Common Shares
so that such person together with its affiliates and associates beneficially own
less than 20% of the Common Shares.
The Rights Agreement provides that, until the Distribution Date, (i) the
Rights will be transferred with and only with the Common Shares, (ii) new Common
Share certificates issued after the Record Date but prior to the
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Distribution Date will contain a notation incorporating the Rights Agreement by
reference and (iii) the surrender for transfer of any of the Common Shares will
also constitute the transfer of the Rights associated with the Common Shares
represented by such certificates. As soon as practicable following the
Distribution Date, separate certificates evidencing the Right Certificates will
be mailed to holders of record of Common Shares as of the close of business on
the Distribution Date, and thereafter the Rights will be evidenced solely by
such Right Certificates.
The Rights are not exercisable until the Distribution Date. The Rights will
expire on July 29, 2007 (the "Final Expiration Date"), unless the Rights are
earlier redeemed or exchanged by the Company as described below.
In the event that any person or group of affiliated or associated persons
becomes an Acquiring Person, proper provision shall be made so that each holder
of a Right, other than rights beneficially owned by the Acquiring Person (which
will thereupon become void), will thereafter have a right to receive, upon
exercise thereof at the then current exercise price of the Right, that number of
Common Shares having a market value of two times the exercise price of the Right
("Flip-In" Events). From and after the time a person becomes an Acquiring Person
all Rights that are, or (under certain circumstances specified in the Rights
Agreement) were, beneficially owned by an Acquiring Person (or an affiliate,
associate or transferee thereof) will be null and void.
At any time after any person becomes an Acquiring Person, the Board of
Directors of the Company may, at its option, exchange all or part of the then
outstanding and exercisable Rights (excluding Rights of an Acquiring Person that
have become void) for Common Shares at an exchange ratio of one Common Share per
Right, appropriately adjusted to reflect any stock split, stock dividend or
similar transaction occurring after the date hereof (such exchange ratio being
hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing,
the Board of Directors shall not be empowered to effect such exchange at any
time after any Acquiring Person, together with all affiliates and associates of
such Acquiring Person, becomes the Beneficial Owner of 50% or more of the Common
Shares then outstanding.
Immediately upon the action of the Board of Directors of the Company
ordering the exchange of any Rights, the right to exercise such Rights shall
terminate and the only right thereafter of a holder of such Right shall be to
receive the number of Common Shares equal to the number of such Rights held by
such holder multiplied by the Exchange Ratio. In connection with this exchange
provision, the Company shall not be required to issue fractions of Common Shares
or certificates evidencing fractional Common Shares and, in lieu thereof, an
adjustment will be made based on the market price of the Preferred Shares on the
last trading day prior to the date of exercise.
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In the event that, after the Shares Acquisition Date, (a) the Company shall
consolidate with, or merge with or into, any other person or persons (other than
a subsidiary of the Company) and the Company shall not be the continuing or
surviving corporation of such consolidation or merger, (b) any other person or
persons (other than a subsidiary of the Company) shall consolidate, merge with
or into the Company and the Company shall be the continuing or surviving
corporation of such consolidation or merger and, in connection with such
consolidation or merger, all or part of the common stock shall be changed into
or exchanged for stock or other securities of any other person or persons or
cash or any other property, or (c) the Company shall sell or otherwise transfer
(or one or more of its subsidiaries shall sell or otherwise transfer), in one or
more transactions, assets, cash flow or earning power aggregating more than 50%
of its assets, cash flow or earning power to any other person or persons (other
than the pro rata distribution by the Company of assets (including securities)
of the Company or any of its subsidiaries to all holders of the Company's common
stock), the Rights Agreement provides that each holder of a Right (other than
Rights owned by an Acquiring Person which will have become void) shall be
entitled to receive, upon the exercise thereof at the then current exercise
price of the Right, that number of shares of common stock of the acquiring
company which at the time of such transaction would have a market value (as
defined in the Rights Agreement) equal to twice the exercise price of the Right
("Flip-Over" Events).
The Purchase Price payable, and the number of Preferred Shares or other
securities or property issuable, upon exercise of the Rights are subject to
adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the Preferred
Shares, (ii) upon the grant to holders of Preferred Shares of certain rights or
warrants to subscribe for Preferred Shares or convertible securities at less
than the current market price of Preferred Shares, or (iii) in case the Company
shall fix a record date to distribute to all holders of the Preferred Shares
evidences of indebtedness or assets (other than a regular periodic cash dividend
or dividends payable in Preferred Shares) or subscription rights or warrants
(other than those referred to above). The number of Rights and number of
Preferred Shares issuable upon the exercise of each Right are also subject to
adjustment in the event of a stock split, combination or stock dividend on the
Common Shares.
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% of
such Purchase Price. No fractional Preferred Shares will be issued and in lieu
thereof, an adjustment will be made based on the market price of the Preferred
Shares on the last trading date prior to the date of exercise.
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At any time prior to the acquisition by a person or group of affiliated or
associated persons of beneficial ownership of 20% or more of the outstanding
Common Shares, the Board of Directors of the Company may redeem the Rights in
whole, but not in part, at a price of $.001 per Right (the "Redemption Price"),
payable in cash, Common Shares or any other form of consideration deemed
appropriate by the Board of Directors. The redemption of the Rights may be
effective at such time, on such basis and with such conditions as the Board of
Directors in its sole discretion may establish. Immediately upon redemption of
the Rights, the Rights will terminate and the only privilege of the Rights
holders will be to receive the $.001 redemption price. The date on which Rights
are redeemed is referred to herein as the "Redemption Date".
Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company, other than rights resulting from such
holder's ownership of Common Shares, including, without limitation, the right to
vote or to receive dividends. While the distribution of the Rights will not be
taxable to shareholders or to the Company, shareholders may, depending upon the
circumstances, recognize taxable income in the event that the Rights become
exercisable for Common Shares (or other consideration) of the Company or for
common stock of the acquiring company as set forth above.
The Rights and the Rights Agreement may be amended in any respect
whatsoever (including, without limitation, any extension of the period in which
the Rights may be redeemed) at any time prior to such time any person becomes an
Acquiring Person, without the approval of the holders of the Rights. After such
time, amendments may only be made to (i) cure any ambiguity, (ii) to correct or
supplement any provision contained in the Rights Agreement which may be
defective or inconsistent with any other provision in the Rights Agreement, or
(iii) make any amendments or supplements which the Company and the Rights Agent
may deem necessary or desirable which do not adversely affect the interests of
the holders of the Rights (other than the Acquiring Person or an affiliate or
associate thereof).
This summary description of the Rights does not purport to be complete and
is qualified in its entirety by reference to the Rights Agreement, which has
been filed with the Securities and Exchange Commission as an Exhibit to the
Company's Current Report on Form 8-K/A filed on June 14, 1999. A copy of the
Rights Agreement is available free of charge from the Company.
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Item 2. Exhibits
4.1 Rights Agreement, dated as of July 29, 1997, between the Company and
The Bank of New York (incorporated by reference to Exhibit 4.1 to the
Company's Current Report on Form 8-K/A filed with the Securities and
Exchange Commission on June 14, 1999).
99.1 Press release of Farm Family Holdings, Inc. (incorporated by reference
to Exhibit 99.1 to the Company's Current Report on Form 8-K filed with
the Securities and Exchange Commission on July 30, 1997).
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this amendment to the registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized.
FARM FAMILY HOLDINGS, INC.
By:/s/ Philip P. Weber
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Philip P. Weber
President & Chief Executive Officer
Dated June 14, 1999
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EXHIBIT INDEX
Exhibit Description of Exhibit
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4.1 Rights Agreement, dated as of July 29, 1997, between the Company and
The Bank of New York (incorporated by reference to Exhibit 4.1 to the
Company's Current Report on Form 8-K/A filed with the Securities and
Exchange Commission on June 14, 1999).
99.1 Press release of Farm Family Holdings, Inc. (incorporated by reference
to Exhibit 99.1 to the Company's Current Report on Form 8-K filed with
the Securities and Exchange Commission on July 30, 1997).
