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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A/A
(AMENDMENT NO. 3)
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
SCPIE HOLDINGS INC.
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(Exact name of registrant as specified in its charter)
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<S> <C>
Delaware 95-4557980
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(State of incorporation or organization) (IRS Employer Identification No.)
1888 Century Park East, Suite 800, Los Angeles, CA 90067-1712
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(Address of principal executive offices) (Zip Code)
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If this form relates to the If this form relates to the
registration of a class of debt registration of a class of debt
securities and is effective upon securities and is to become effective
filing pursuant to General simultaneously with the effectiveness
Instruction A(c)(i) please check of a concurrent registration
the following box. [_] statement under the Securities Act of
1933 pursuant to General Instruction
A(c)(2) please check the following
box. [_]
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Securities to be registered pursuant to Section 12(b) of the Act:
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<CAPTION>
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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<S> <C>
Preferred Share Purchase Right New York Stock Exchange, Inc.
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Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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Item 1. Description of Securities to be Registered.
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On August 4, 1999, the Board of Directors of SCPIE Holdings Inc.
adopted a Second Amendment to Rights Agreement attached hereto as an Exhibit.
Item 2. Exhibits
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4. Second Amendment to Rights Agreement, dated as of August 4, 1999,
between SCPIE Holdings Inc. and ChaseMellon Shareholder Services, LLC.
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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
signed on its behalf by the undersigned hereunto duly authorized.
SCPIE HOLDINGS INC.
Dated: August 23, 1999, By /s/ Patrick T. Lo
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Patrick T. Lo
Vice President and Chief Financial Officer
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EXHIBIT INDEX
4. Second Amendment to Rights Agreement, dated as of August 4, 1999,
between SCPIE Holdings Inc. and ChaseMellon Shareholder Services, LLC.
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EXHIBIT 4
SECOND AMENDMENT TO RIGHTS AGREEMENT
SECOND AMENDMENT, dated as of August 4, 1999 ("Second Amendment"), to
Rights Agreement dated as of May 13, 1997 (the "Rights Agreement"), between
SCPIE Holdings Inc., a Delaware corporation (the "Company"), and ChaseMellon
Shareholder Services, LLC, a New Jersey limited liability company as Rights
Agent (the "Rights Agent"). Capitalized terms used but not otherwise defined
herein shall have the meanings ascribed to them in the Rights Agreement.
WHEREAS, the Company and the Rights Agent previously entered into the
Rights Agreement; and
WHEREAS, pursuant to Section 26 of the Rights Agreement, the Company
and the Rights Agent may from time to time supplement or amend any provision of
the Rights Agreement in accordance with the terms of such Section 26.
NOW, THEREFORE, in consideration of the foregoing promises and mutual
agreements set forth in this Amendment, the parties hereby amend the Rights
Agreement as follows:
1. Section 1.3(ii)(z) is hereby amended and restated in its entirety
as follows:
"(z) securities which such Person or any of such Person's Affiliates or
Associates may acquire, does or do acquire or may be deemed to acquire or
may be deemed to have the right to acquire, pursuant to any merger or other
acquisition agreement between the Company and such Person (or one or more
of such Person's Affiliates or Associates) if prior to such Person becoming
an Acquiring Person the Board of Directors of the Company has approved such
agreement and determined that such Person shall not be or be deemed to be
the beneficial owner of such securities within the meaning of this Section
1.3."
2. Section 7.1(iii) is hereby amended and restated in its entirety
as follows:
"the closing of any merger or other acquisition transaction involving the
Company pursuant to an agreement of the type described in Section 13.2 at
which time the Rights are deemed terminated."
3. Section 13.2 is hereby amended and restated in its entirety as
follows:
"Notwithstanding anything contained herein to the contrary, upon the
consummation of any merger or other acquisition transaction of the type
described in clause (A), (B) or (C) of Section 13.1 involving the Company
pursuant to a merger or other acquisition agreement between the Company and
any Person (or
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one or more of such Person's Affiliates or Associates) which agreement has
been approved by the Board of Directors of the Company prior to any Person
becoming an Acquiring Person, this Agreement and the rights of holders of
Rights hereunder shall be terminated in accordance with Section 7.1."
4. The third paragraph of Exhibit C to the Rights Plan (Summary of
Rights to Purchase Preferred Shares) is hereby amended by deleting the first
sentence in its entirety.
5. Exhibit C to the Rights Agreement is hereby amended by deleting
the eleventh paragraph in its entirety.
6. The thirteenth paragraph of Exhibit C is hereby amended by
deleting, in the second sentence thereof, the words "(so long as, under certain
circumstances, a majority of Continuing Directors approve such shortening or
lengthening)."
7. This Second Amendment shall be effective as of the date hereof
and, except as expressly set forth herein, the Rights Agreement shall remain in
full force and effect and be otherwise unaffected hereby.
8. This Second Amendment may be executed in any number of
counterparts, each of which, when executed, shall be deemed to be an original
and all such counterparts shall together constitute one and the same document.
2
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IN WITNESS WHEREOF, the parties have executed this Second
Amendment as of the date first written above.
SCPIE HOLDINGS INC.
By: /s/ Donald J. Zuk
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Donald J. Zuk
President & Chief Executive Officer
CHASEMELLON SHAREHOLDER
SERVICES, LLC
By: /s/ James Kirkland
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James Kirkland
Assistant Vice President
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