SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
JLG INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania 25-1199382
(State of incorporation or organization) (I.R.S. Employer identification No.)
1 JLG Drive, McConnellsburg, Pennsylvania 17233
(Address of principal executive offices) (Zip Code)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Capital Stock, $.20 Par Value
(Title of each class to be registered)
New York Stock Exchange
(Name of each exchange
on which each class is
to be registered)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
None
ITEM 1. Description of Registrant's Securities to be Registered.
The Company's authorized capital stock consists of 50,966,856 shares of
Capital Stock, par value $.20 per share. The holders of shares of Capital
Stock are entitled to one vote for each share held of record on all matters
submitted to a vote of shareholders and are entitled to receive dividends
when and as declared by the Board of Directors out of funds legally
available therefor and to share ratably in the assets legally available for
distribution to the holder of Capital Stock in the event of the liquidation or
dissolution of the Company. Holders of Capital Stock do not have
cumulative voting rights in the election of directors and have no
preemptive, subscription or conversion rights. Except with respect to
"control shares" described below, the Capital Stock is not subject to
redemption by the Company.
Pursuant to Subchapter 25G of the Pennsylvania Business Corporation Law
(the Control-Share Acquisitions Subchapter), any person (or group) who
engages or proposes to engage in a "control-share acquisition" (such a
person (or group) is referred to as an "acquiring person") is entitled to
voting rights with respect to "control shares" only after the shareholders of
the Company approve the granting of such voting rights. Control shares
are those shares over which voting power has been acquired, or is sought to
be acquired, by the acquiring person, if such voting power, when added to
the voting power held by such person or group over other shares, would
result in such person or group having voting power in any one of three
specified ranges: 20 percent to 33-1/3 percent, 33-1/3 percent to 50
percent, and 50 percent or more of the votes eligible to be cast in an
election of directors of the Company (a "control-share acquisition"). A
control-share acquisition only occurs the first time each of the three ranges
is entered. Also included as control shares are shares acquired by such
person within 180 days of, or with the intention of, such person engaging
in a control-share acquisition. A shareholder is not considered an
"acquiring person" for purposes of this subchapter by voting or giving
consent if the shareholder is not itself seeking to acquire control of the
Company, is not bound to support an acquiring person and does not receive
special consideration from an acquiring person different from that received
by all other shareholders. Similarly, a shareholder is not considered an
"acquiring person" if the shareholder acquires voting power in excess of the
three specified ranges by virtue of holding revocable proxies that were
solicited in accordance with applicable law, for which no consideration was
provided and which must be voted in accordance with the instructions
specified by the giver of the proxy.
At any meeting called to restore voting rights to control shares, the
proposal to restore, the voting rights must be considered in two separate
votes, the first involving all the shares of the Company entitled to vote as of
the record date set by the Company's board of directors as specified under
existing Pennsylvania law, and the second involving only the "disinterested
shares." Disinterested shares are those shares of the Company (a) not
owned by the acquiring person, by directors who are also officers, by
executive officers and by certain employee plans of the Company and (b)
that have been owned continuously by the same holder for the period
beginning on the last to occur of: (i) five days before the acquiring person,
or another acquiring person if there are multiple bidders for the Company,
first announced its intention to engage in a control-share acquisition, (ii) 12
months prior to the record date described above, or (iii) October 17, 1989
and ending on the record date described above. A majority of all votes
entitled to be cast in each vote would be required to pass any resolution
according voting rights to such control shares.
The Control-Share Acquisitions Subchapter authorizes the Company, on
certain conditions, to redeem control shares within two years of the
consummation of the control-share acquisition if the acquiring person does
not file a required information statement with the Company within thirty
days of completing the control-share acquisition, or if the control shares are
not accorded full voting rights by the shareholders pursuant to the
procedures described above or if voting rights are accorded but
subsequently lapse.
ITEM 2. Exhibits
The securities described herein are to be registered on the New York Stock
Exchange, on which no other securities of the Registrant are registered.
Accordingly, the following exhibits required in accordance with Part II to
the Instructions as to exhibits on Form 8-A have been duly filed with the
New York Stock Exchange:
Registrant's Form 10-K Annual Report for the fiscal year ended July
31, 1995
Registrant's Form 10-Q Quarterly Reports for the fiscal quarters
ending October 30, 1995, January 31, and April 30, 1996
Definitive Proxy Statement and accompanying Notice with respect
to Registrant's Annual Stockholders' Meeting held on November 20,
1995
Articles of Incorporation of Registrant, as amended
By-laws of Registrant
Specimen of Registrant's Capital Stock certificate
Registrant's Annual Report to Shareholders with respect to its fiscal
year ended July 31, 1995
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities and Exchange Act
of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
August 30, 1996
JLG INDUSTRIES, INC.
By: /s/ Charles H. Diller, Jr.
CHARLES H. DILLER, JR.
Executive Vice President and Chief Financial Officer
(Mr. Diller is the Principal Financial and Accounting
Officer and has been duly authorized to sign on behalf
of the registrant)
