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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 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
USLIFE Corporation
(Exact Name of Registrant as Specified in its Charter)
New York 13-2578598
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(State of Incorporation or Organization) (I.R.S. Employer Identification
no.)
125 Maiden Lane
New York, New York 10038
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(Address of principal executive offices) (zip code)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which each class is to be
to be so registered registered
Rights to Purchase Common Stock New York Stock Exchange
Chicago Stock Exchange
Pacific Stock Exchange
London Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
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The undersigned registrant, USLIFE Corporation (the
"Company"), hereby amends and supplements, as set forth below, Items 1 and 2 of
the Company's Registration Statement on Form 8-A filed with the Securities and
Exchange Commission (the "Commission") on June 26, 1986, as amended by Amendment
No. 1 to the Registration Statement on Form 8-A filed with the Commission on
Form 8 on January 25, 1989, and as further amended by Amendment No. 2 to the
Registration Statement on Form 8-A filed with the Commission on Form 8-A/A on
October 12, 1994, all of which are incorporated herein by reference
(collectively, including the exhibits thereto, the "Form 8-A"). Capitalized
terms used herein and not otherwise defined have the meanings ascribed to them
in Form 8-A.
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The response to item 1 in the Form 8-A is hereby amended by
the addition of the following two paragraphs after the last paragraph thereof:
Effective as of February 13, 1997, the Amended and Restated
Rights Agreement (the "Rights Agreement"), dated as of June 24, 1986, as further
amended and restated heretofore, between the Company and The Chase Manhattan
Bank, as Rights Agent (the "Rights Agent") was amended (the "Amendment to Rights
Agreement") in order to, among other things, (i) prevent Texas Stars
Corporation, a New York corporation (the "Merger Sub"), and wholly owned
subsidiary of American General Corporation, a Texas corporation ("American
General"), and American General from becoming an Acquiring Person as a result of
the merger of Merger Sub with and into the Company (the "Merger") as provided
for in the Agreement and Plan of Merger, dated as of February 12, 1997 (the
"Merger Agreement") among the Company, American General and Merger Sub, (ii)
prevent a Flip-in Date, Stock Acquisition Date, Flip-over Transaction or Event
or Separation Date from occurring as a result of the Merger or other
transactions contemplated by the Merger Agreement and (iii) provide that all
outstanding Rights will expire immediately prior to the effective time of the
Merger.
A copy of the Amendment to Rights Agreement is attached hereto
as Exhibit 4(d) and is incorporated herein by reference. The foregoing
description of the Amendment to Rights
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Agreement does not purport to be complete and is qualified in its entirety by
reference to the Amendment to Rights Agreement.
ITEM 2. EXHIBITS.
The response to item 2 in the Form 8-A is hereby amended to
read in its entirety as follows:
(a) Rights Agreement, dated as of June 24, 1986, between
USLIFE Corporation and Manufacturers Hanover Trust
Company, as Rights Agent (previously filed as an
exhibit to the Form 8-A dated June 24, 1986).
(b) Amended and Restated Rights Agreement, dated as of
January 24, 1989, between USLIFE Corporation and
Manufacturers Hanover Trust Company, as Rights Agent
(previously filed as an exhibit to the Form 8 dated
January 25, 1989).
(c) Amended and Restated Rights Agreement, dated as of
September 27, 1994, between USLIFE Corporation and
Chemical Bank, the successor by merger to
Manufacturers Hanover Trust Company, as Rights Agent
(previously filed as an exhibit to the Form 8-A/A
dated October 12, 1994).
(d) Amendment No. 1, dated as of February 13, 1997, to
the Amended and Restated Rights Agreement, dated as
of June 24, 1986, as further amended and restated
heretofore, between USLIFE Corporation and The Chase
Manhattan Bank, as Rights Agent.*
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* Filed herewith.
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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, thereto duly authorized.
USLIFE Corporation
Date: February 21, 1997 By: /s/ Richard G. Hohn
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Name: Richard G. Hohn
Title: Senior Vice President-
Investor Relations, Secretary & Counsel
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EXHIBIT INDEX
Exhibit Exhibit
Number Description
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4 (a) Rights Agreement, dated as of June 24, 1986, between USLIFE
Corporation and Manufacturers Hanover Trust Company, as Rights
Agent (previously filed as an exhibit to the Form 8-A dated
June 24, 1986).
(b) Amended and Restated Rights Agreement, dated as of
January 24, 1989, between USLIFE Corporation and
Manufacturers Hanover Trust Company, as Rights Agent
(previously filed as an exhibit to the Form 8 dated
January 25, 1989).
(c) Amended and Restated Rights Agreement, dated as of
September 27, 1994, between USLIFE Corporation and
Chemical Bank, the successor by merger to
Manufacturers Hanover Trust Company, as Rights Agent
(previously filed as an exhibit to the Form 8-A/A
dated October 12, 1994).
(d) Amendment No. 1, dated as of February 13, 1997, to the Amended
and Restated Rights Agreement, dated as of June 24, 1986, as
further amended and restated heretofore, between USLIFE
Corporation and The Chase Manhattan Bank, as Rights Agent.
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Exhibit 4(d)
AMENDMENT NO. 1 TO
AMENDED AND RESTATED RIGHTS AGREEMENT
This Amendment (the "Amendment"), dated as of February 13,
1997, is entered into by and between USLIFE Corporation, a New York corporation
(the "Company"), and The Chase Manhattan Bank, a Delaware corporation, as Rights
Agent (the "Rights Agent").
WHEREAS, the Company and the Rights Agent have entered into an
Amended and Restated Rights Agreement, dated as of June 24, 1986, as further
amended and restated heretofore (the "Agreement");
WHEREAS, the Company wishes to amend the Agreement; and
WHEREAS, Section 5.5 of the Agreement provides, among other
things, that prior to the close of business on the Flip-in Date the Company may
and the Rights Agent shall, if the Company so requests, supplement or amend
certain provision of the Agreement without the approval of any holders of
Rights.
NOW, THEREFORE, the Company and the Rights Agent hereby amend
the Agreement as follows:
1. Capitalized terms used in this Amendment without definition
shall have the meanings given to them in the Agreement.
2. Section 1.1(a) of the Agreement is amended to add the
following sentence to the end thereof:
"Notwithstanding anything in this Agreement to the contrary,
neither American General Corporation ("American General") nor any
subsidiary of American General (any such subsidiary being referred to
herein as "Merger Sub") established to effect the Merger (as defined
herein) shall be deemed to be an Acquiring Person as a result of the
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execution, delivery and performance under, or consummation of any one
or more transactions (each, a "Permitted Event" and collectively, the
"Permitted Events"), contemplated by the Agreement and Plan of Merger,
dated as of February 12, 1997, as the same may be amended from time to
time, by and among the American General, Texas Stars Corporation, a New
York corporation and a wholly-owned subsidiary of American General and
the Company (the "Merger Agreement"), pursuant to which Merger Sub will
be merged (the "Merger") with and into the Company."
3. Section 1.1(h) of the Agreement is amended by (a)
substituting a comma for the word "and" in the third line thereof, (b)
substituting the word "and" for the period at the end of the paragraph and (c)
adding the following clause to the end thereof:
"(iii) the time immediately prior to the Effective Time (as
such term is defined in the Merger Agreement), provided,
however, that if the Merger contemplated by the Merger
Agreement does not occur and the Merger Agreement is
terminated, the Rights will remain exercisable until the
earlier of (i) or (ii) above, and no Expiration Date shall be
deemed to have occurred as a result of clause (iii)."
4. Section 1.1(i) of the Agreement is amended to add the
following sentence at the end thereof:
"Notwithstanding anything in this Agreement to the contrary,
the acquisition of beneficial ownership of Common Stock of the Company
pursuant to the Merger and the consummation of any one or more of the
Permitted Events shall not constitute or result in the occurrence of a
Flip-in Date."
5. Section 1.1(j) of the Agreement is amended to add the
following sentence at the end thereof:
"Notwithstanding anything in this Agreement to the contrary,
the acquisition of beneficial ownership of Common Stock of the Company
pursuant to the Merger and the consummation of any one or more of the
Permitted Events shall not constitute or result in the occurrence of a
Flip-over Transaction or Event."
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6. Section 1.1(s) of the Agreement is amended to add the
following sentence at the end thereof:
"Notwithstanding anything in this Agreement to the contrary,
the acquisition of beneficial ownership of Common Stock of the Company
pursuant to the Merger and the consummation of any one or more of the
Permitted Events shall not constitute or result in the occurrence of a
Separation Date."
7. Section 1.1 (t) is amended to add the following sentence at
the end thereof:
"Notwithstanding anything in this Agreement to the contrary,
the acquisition of beneficial ownership of Common Stock of the Company
pursuant to the Merger and the consummation of any one or more of the
Permitted Events shall not constitute or result in the occurrence of a
Stock Acquisition Date."
8. The term "Agreement" as used in the Agreement shall be
deemed to refer to the Agreement as amended hereby.
9. This Amendment shall be governed by and constructed in
accordance with the laws of the State of New York.
10. This Amendment shall be effective as of the date first
above written, and, except as set forth herein, the Agreement shall remain in
full force and effect and shall be otherwise unaffected hereby.
11. This Amendment may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed as of this 13th day of February, 1997.
USLIFE CORPORATION
By: /s/ Gordon E. Crosby, Jr.
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Name: Gordon E. Crosby, Jr.
Title: Chairman of the Board
THE CHASE MANHATTAN BANK
By: /s/ Michael A. Nespoli
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Name: Michael A. Nespoli
Title: Vice President
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