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FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
CMI Corporation
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(Exact Name of Registrant as Specified in its Charter)
Oklahoma 73-0519810
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(State of Incorporation or Organization) (IRS Employer Identification No.)
I-40 and Morgan Road
Oklahoma City, Oklahoma 73128
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(Address of Principal Executive Offices, including Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class to be so registered which each class is to be registered
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Purchase Rights With Respect to New York Stock Exchange
Voting Class A Common Stock,
$0.10 par value
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered. On
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February 3, 1987, the Board of Directors of CMI Corporation (the "Company" or
"Registrant") declared a dividend distribution of one right ("Right") for each
share of Voting Common Stock, $0.10 par value, of the Company outstanding as of
the close of business on February 4, 1987, and authorized the issuance of one
Right for each share of Voting Common Stock of the Company issued between
February 4, 1987 and the Distribution Date (defined below). The description and
terms of the Rights are set forth in a Rights Agreement, dated February 3, 1987,
between the Company and The Liberty National Bank & Trust Company of Oklahoma
City, as Rights Agent.
On February 14, 1992, in order to reduce the likelihood of an "ownership
change", as defined in Section 382 of the Internal Revenue Code of 1986, as
amended, which would limit or eliminate the Company's ability to use the
approximately $44.3 million in federal income tax net operating loss
carryfowards available to the Company at December 31, 1990, the Company effected
a one-for-two thousand reverse split (the "Reverse Split") of its Voting Common
Stock and declared a stock dividend (the "Stock Dividend") of 1,999 shares of
Voting Class A Common Stock, $0.10 par value ("Class A Stock"), for each share
of Voting Common Stock outstanding following the Reverse Split. Thereafter, on
February 26, 1992, the Company commenced an exchange offer (the "Exchange
Offer") offering to exchange one
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share of its Class A Stock for each outstanding whole share of Voting Common
Stock. As a result of the Reverse Split, Stock Dividend and Exchange Offer,
approximately 99% of the Company's outstanding capital stock (excepting the
Company's Preferred Stock) is now Class A Stock which is subject to transfer
restrictions designed to prevent an ownership change. In connection with the
Reverse Split, Stock Dividend and Exchange Offer, the Rights Agreement was
amended by the Board of Directors of the Company. As a result of this
amendment, the Rights now apply to the Class A Stock of the Company.
Until the earlier to occur of (i) the close of business on the fifteenth
day following a public announcement that a person or group of affiliated or
associated persons (an "Acquiring Person") has acquired, or obtained the right
to acquire, beneficial ownership of 20% or more of the outstanding shares of
Class A Stock (the "Stock Acquisition Date") or (ii) the close of business on
the fifteenth day after the commencement of (or public announcement of the
intent to commence) a tender offer or exchange offer which would result in the
ownership of 30% or more of the then outstanding shares of Class A Stock (the
earlier of such dates being called the "Distribution Date"), the Rights will be
represented by and transferred with, and only with, Class A Stock certificates.
Until the Distribution Date (or earlier redemption or expiration of the Rights),
certificates issued for Class A Stock will contain a legend incorporating the
Rights Agreement by reference, and the surrender for transfer of any Class A
Stock certificate will also constitute a transfer of the Rights associated with
the Class A Stock represented by such certificate. As soon as practicable
following the Distribution Date, separate certificates evidencing the Rights
will be mailed to holders of record of the Class A Stock as of the close of
business on the Distribution Date and, thereafter, the separate certificates
alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date and will expire
at the close of business on February 3, 1997, unless earlier redeemed by the
Company as described below. When exercisable, each Right entitles the
registered holder thereof to purchase from the Company one share of Class A
Stock at a price of $10.00, subject to adjustment in certain circumstances. All
Class A Stock certificates issued prior to the Distribution Date will be issued
with Rights.
The purchase price payable, and the number of shares of Class A Stock 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 Class A
Stock, (ii) upon the grant to holders of the Class A Stock of certain rights or
warrants to subscribe for Class A Stock or securities convertible into Class A
Stock at less than the current market price of the Class A Stock, or (iii) upon
the distribution to holders of the Class A Stock of evidences of indebtedness,
cash (excluding regular quarterly cash dividends), assets (excluding dividends
payable in Class A Stock) or of subscription rights or warrants (other than
those referred to above).
In the event that, following the Distribution Date, (i) the Company engages
in a merger or consolidation in which the Company is not the surviving
corporation, (ii) the Company engages in a merger or consolidation with another
person in which the Company is the surviving corporation, but in which all or
part of its Class A Stock is changed or exchanged, or (iii) 50% or more of the
Company's assets or earning power is sold or transferred, the Rights Agreement
provides that proper provision shall be made so that each holder of a Right
shall thereafter have the right to receive, upon payment of the exercise price
of the Right, that number of shares of common stock of the acquiring company
having a value at the time of such transaction equal to two (2) times the
exercise price of the Right. In the event (i) any person (other than the
Company and its affiliates) becomes the beneficial owner of 50% or more of the
then outstanding shares of Class A Stock (other than pursuant to a transaction
described in Section 13(a) of the Rights Agreement), or (ii) any Acquiring
Person or any of its affiliates or associates engages in one or more "self-
dealing" transactions described in Section 11(a)(ii)(A) of the Rights Agreement,
then each holder of a Right, other than the Acquiring Person, will have the
right to receive, upon payment of the exercise price of the Right, that number
of shares of Class A Stock having a value equal to twice the exercise price of
the Right. This same right will be available to each holder of record of a
Right, other than the Acquiring Person, if, while there is an Acquiring Person,
there occurs any reclassification of securities of the Company, any
recapitalization of the Company, or any merger or consolidation or other
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transaction involving the Company or any of its subsidiaries which has the
effect of increasing by more than 1% the proportionate ownership percentage in
the Company or any of its subsidiaries which is owned or controlled by the
Acquiring Person. To the extent that insufficient shares of Class A Stock are
available for the exercise in full of the Rights, holders of Rights will receive
upon exercise, shares of Class A Stock to the extent available and then cash,
property or other securities of the Company (which may be accompanied by a
reduction in the exercise price), in proportions determined by the Company, so
that the aggregate value received is equal to twice the exercise price of the
Rights. Rights are not exercisable following the occurrence of the events
described in this paragraph until the expiration of the period during which the
Rights may be redeemed as described below. Notwithstanding the foregoing,
following the occurrence of the events described in this paragraph, Rights that
are (or, under certain circumstances, Rights that were) beneficially owned by an
Acquiring Person will be null and void.
No fractional shares of Class A Stock will be issued upon exercise of the
Rights and, in lieu thereof, a payment in cash will be made to the holder of
such Rights equal to the same fraction of the current market value of a share of
Class A Stock.
At any time until the close of business on the fifteenth day following the
Stock Acquisition Date, the Board of Directors may cause the Company to redeem
the Rights in whole, but not in part, at a price of $.01 per Right, subject to
adjustment. Immediately upon the action of the Board of Directors authorizing
redemption of the Rights, the right to exercise the Rights will terminate, and
the holders of Rights will only be entitled to receive the redemption price
without any interest thereon.
Any of the provisions of the Rights Agreement, other than certain
provisions relating to the principal economic terms of the Rights, may be
amended by the Board of Directors of the Company prior to the Distribution Date.
For as long as the Rights are then redeemable, the Company may amend the Rights
in any manner that does not adversely affect the interest of holders of the
Rights, as such.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company including, without limitation, the right
to vote or to receive dividends.
Under the terms of the Rights Agreement, as amended, neither Recovery
Equity Investors, L.P. and its affiliates or associates or George William
Swisher, Jr. or his affiliates or associates shall be deemed to be an Acquiring
Person.
The foregoing description of the Rights does not purport to be complete and
is qualified in its entirety by reference to the Rights Agreement, as amended,
which is an exhibit to this Registration Statement and is incorporated in this
summary description by reference.
Item 2. Exhibits.
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1. Rights Agreement dated as of February 3, 1987, as filed as Exhibit No.
10(b) to the Form 10-K filed by Registrant on April 9, 1987, is incorporated
herein by reference.
2. Amendment No. 1 to Rights Agreement, as filed as Exhibit No. 28.4 to
the Form 8-K filed by Registrant on September 11, 1991, is incorporated herein
by reference.
3. Amendment No. 2 to Rights Agreement, dated as of February 10, 1992.
4. All exhibits required by Instruction II to Item 2 will be supplied to
the New York Stock Exchange.
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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, thereto duly authorized.
CMI CORPORATION
BY: /s/ Jim D. Holland
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Jim D. Holland, Senior Vice President
Date: May 9, 1995
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EXHIBIT 3
AMENDMENT NO. 2 TO RIGHTS AGREEMENT
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This Amendment No. 2 to the Rights Agreement dated as of February 3, 1987,
by and between CMI CORPORATION, an Oklahoma corporation (the "Company"), and THE
LIBERTY NATIONAL BANK & TRUST COMPANY OF OKLAHOMA CITY, as Rights Agent (the
"Rights Agent"), is entered into as of this 10th day of February, 1992.
WHEREAS, the Rights Agreement has been approved and executed by each of the
parties hereto; and
WHEREAS, the Company desires to supplement and amend the Rights Agreement
pursuant to Section 26 thereof;
NOW, THEREFORE, the parties hereto agree to amend the Rights Agreement as
follows:
1. Section 1(a) shall be amended to read as follows:
"(a) 'Acquiring Person' shall mean any Person (as such term is hereinafter
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defined) who or which after the date hereof, together with all Affiliates
(as such term is hereinafter defined) and Associates (as such term is
hereinafter defined) of such Person, shall be the Beneficial Owner (as such
term is hereinafter defined) of 20% or more of the shares of Common Stock
then outstanding, but shall not include (i) the Company, (ii) any
subsidiary of the Company, (iii) any employee benefit plan of the Company
or any subsidiary of the Company or any Person or entity organized,
appointed or established by the Company for or pursuant to the terms of any
such plan, (iv) Recovery Equity Investors, L.P., a Delaware limited
partnership and its Affiliates and Associates, or (v) George William
Swisher, Jr., and his Affiliates and Associates."
2. Section 1(f) shall be amended to read as follows:
"(f) 'Common Stock' shall mean the Common Stock of the Company, with a par
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value of Ten Cents ($0.10) per share; provided, however, that on and after
the date upon which the Company shall file an Amended and Restated
Certificate of Incorporation effecting those certain amendments proposed in
the Company's proxy statement dated January 6, 1992 and filed with the
Securities and Exchange Commission on January 7, 1992, the term 'Common
Stock' shall mean the Voting Class A Common Stock of the Company, with a
par value of Ten Cents ($0.10) per share; and further provided that the
term 'Common Stock' when used with reference to any Person other than the
Company shall mean the class of capital stock of
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such Person with the greatest voting power, or the equity securities or
other equity interest having power to control or direct the management, of
such Person."
All other provisions of the Rights Agreement shall remain in full force and
effect except as amended hereby.
IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 2 to
the Rights Agreement as of the day and year first above written.
COMPANY CMI CORPORATION, an Oklahoma corporation
By:/s/ Thane Swisher
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Title: Vice President and Secretary
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ATTEST:
/s/ Ramona A. Neal
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Title: Assistant Secretary
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RIGHTS AGENT THE LIBERTY NATIONAL BANK & TRUST COMPANY OF
OKLAHOMA CITY
By:/s/ John H. Brown
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Title: Senior Vice President
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ATTEST
/s/ Assistant Secretary
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2
