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FORM 8-B
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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REGISTRATION OF SECURITIES OF CERTAIN SUCCESSOR ISSUERS
FILED PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
ZARING NATIONAL CORPORATION
(Exact name of registrant as specified in charter)
OHIO 31-1506058
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(State of incorporation (IRS Employer
or organization) Identification No.)
11300 CORNELL PARK DRIVE, SUITE 500, CINCINNATI, OHIO 45242
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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
to be so registered which each class is registered
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None None
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
Common Shares, without par value
ITEM 1. GENERAL INFORMATION.
(a) Zaring National Corporation (the "Company"), was organized on February 5,
1997 as a corporation under the laws of the State of Ohio.
(b) The Company's fiscal year ends on December 31.
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ITEM 2. TRANSACTION OF SUCCESSION.
(a) The predecessor corporation to the Company was Zaring Homes, Inc.
("Zaring"). The common shares, without par value of Zaring are currently
registered pursuant to Section 12(g) of the Securities and Exchange Act of 1934,
as amended.
(b) The information required by this Item is incorporated herein by
reference to the information contained under the heading "Proposal 2: Formation
of a Holding Company Structure" in the Proxy Statement for Zaring Homes, Inc.
and Prospectus for Zaring National Corporation Common Shares (the "Proxy
Statement and Prospectus"), included in Amendment No. 1 to the Company's
Registration Statement on Form S-4 (Registration No. 333-22679) and filed with
the Commission on March 28, 1997.
ITEM 3. SECURITIES TO BE REGISTERED.
The Company is authorized to issue 18,000,000 common shares, without par
value. Upon the effectiveness of the merger described in the Company's
Registration Statement on Form S-4 (the "Merger"), approximately 4,781,080 of
the Company's common shares, without par value, will be issued and outstanding,
and approximately 255,400 will be held by or for the account of the Company.
ITEM 4. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The information required by this Item is incorporated herein by
reference to the information contained under the heading "Description of Zaring
National Capital Shares" in the Proxy Statement and Prospectus contained in
Amendment No. 1 to the Company's Registration Statement on Form S-4 (No.
333-22679) and filed with the Commission on March 28, 1997.
ITEM 5. FINANCIAL STATEMENTS AND EXHIBITS
(a) As provided in Instruction (a) of Instructions to Financial Statements for
Form 8-B, no financial statements are required to be filed herewith because the
capital structure and balance sheet of the Company immediately after the Merger
will be substantially the same as those of Zaring immediately prior to the
Merger.
(b) Exhibits.
1. The Agreement and Plan of Merger is set forth as Appendix A to
the Proxy Statement and Prospectus and filed as Exhibit 2 below.
2. The Proxy Statement and Prospectus are incorporated herein by
reference to Amendment No. 1 to the Company's Registration
Statement on Form S-4 (No. 333-22679) and filed with the
Commission on March 28, 1997.
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3.1 Articles of Incorporation of the Company, incorporated herein by
reference to the Company's Registration Statement on Form S-4
(No. 333-22679) and filed with the Commission on March 3, 1997.
3.2 Regulations of the Company, incorporated herein by reference to
Amendment No. 1 to the Company's Registration Statement on Form
S-4 (No. 333-22679) and filed with the Commission on March 28,
1997.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this application for registration
(or registration statement) to be signed on its behalf by the undersigned,
thereunto duly authorized.
ZARING NATIONAL CORPORATION
By: /s/ Ronald G. Gratz
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Name: Ronald G. Gratz
Title: Secretary and Treasurer
Date: April 1, 1997
