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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
AMERISTEEL CORPORATION
(Exact name of registrant as specified in its charter)
FLORIDA 59-0792436
(State of incorporation or organization) (IRS Employer Identification No.)
5100 LEMON STREET
TAMPA, FLORIDA 33609
(Address of principal executive offices) (Zip Code)
If this Form relates to the registration of a class of securities pursuant
to 12(b) of the Exchange Act and is effective upon filing pursuant to General
Instruction A.(c), check the following box. [ ]
If this Form relates to the registration of a class of securities pursuant
to 12(g) of the Exchange Act and is to become effective simultaneously with the
effectiveness pursuant to General Instruction A.(d), please check the following
box. [X]
Securities Act registration statement file number to which this form relates
333-37679
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange On Which
To Be So Registered Each Class Is To Be Registered
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NONE NONE
Securities to be registered pursuant to Section 12(g) of the Act:
CLASS B COMMON STOCK
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(Title of Class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
On October 10, 1997, AmeriSteel Corporation (the "Company") filed a
Registration Statement on Form S-1 (File No. 333-37679) with the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933 (as the
same may be amended from time to time, including the filing of any prospectus
subsequently filed by the Company under Rule 424(b) under the Securities Act of
1933, the "Form S-1 Registration Statement"). The information required to be
furnished in response to this Item is set forth in the Form S-1 Registration
Statement under the heading "Description of Capital Stock," which information is
by this reference incorporated into this Registration Statement.
ITEM 2. EXHIBITS
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2.1 Articles of Incorporation, as amended (incorporated by
reference to Exhibit 3(I) to the Company's Annual Report on
Form 10-K for the year ended March 31, 1996)
2.2 Form of Articles of Incorporation to be in effect immediately
prior to completion of the Offerings to which this
Registration Statement relates (incorporated by reference to
Exhibit 3.2 to the Registrant's Registration Statement on Form
S-1 (Registration Statement No. 333-37679))
2.3 Amended and Restated Bylaws (incorporated by reference to
Exhibit 3.3 to the Registrant's Registration Statement on Form
S-1 (Registration Statement No. 333- 37679))
2.4 Form of Class B Common Stock Certificate
2.6 $140,000,000 Credit Agreement dated as of June 9, 1995 among
the Company, certain financial institutions, The Bank of
Tokyo, Ltd. and NationsBank of Florida, N.A., and The Bank of
Tokyo, Ltd. as agent, as amended (incorporated by reference to
Exhibit 10.3 to the Registrant's Registration Statement on
Form S-1 (Registration Statement No. 333- 37679))
2.7 Indenture dated as of December 15, 1992 by and between the
Company and The Connecticut National Bank for $100,000,000 11
1/2% First Mortgage Notes due 2000, as amended (incorporated
by reference to Exhibit 10.4 to the Registrant's Registration
Statement on Form S-1 (Registration Statement No. 333-37679))
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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, thereunto duly authorized.
Dated: December 8, 1997 AMERISTEEL CORPORATION
By: /s/ TOM J. LANDA
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Tom J. Landa, Chief
Financial Officer
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Exhibit 2.4
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- -------
NUMBER COMMON COMMON
AS STOCK STOCK
- -------- PAR VALUE $.01 [LOGO] CLASS B
-------------
SHARES
--------------
[LOGO] ------------------------
AMERISTEEL AMERISTEEL CORPORATION INCORPORATED UNDER
[LOGO] This is to certify that THE LAWS OF THE
is the owner of STATE OF FLORIDA
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FULLY PAID AND NON-ASSEMBLE SHARES OF THE CLASS B COMMON STOCK OF THE PAR VALUE OF ONE CENT ($.01) EACH OF
CUSIP 000000 00
SEE REVERSE FOR CERTAIN DEFINITION
AmeriSteel Corporation (hereinafter called the "Corporation") transferable on the books of the
Corporation by said owner in person or by duly authorized attorney upon surrender of this
certificate properly endorsed. This certificate and the shares represented hereby are issued and
shall be held subject to all the provisions of the Articles of Incorporation and all amendments
thereto, copies of which are on file at the office of the Transfer Agent, and the holder hereof, by
acceptance of this certificate, consents to and agrees to be bound by all of said provisions. This
certificate is not valid unless countersigned and registered by the Transfer Agent and Registration.
Witness, the facsimile seal of the Corporation and the facsimile signatures of its duly authorized
officer.
Dated: [Ameristeel Corporation Seal]
COUNTERSIGNED AND REGISTERED:
BANK NAME
TRANSFER AGENT
AND REGISTRAR,
/s/
AUTHORIZED SIGNATURE -------------------------------------
Chief Financial Officer and Secretary
/s/
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Chairman and Chief Executive Officer
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AMERISTEEL CORPORATION
The following abbreviations, when used in the Inscription on the face
of this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
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TEN COM- as tenants by common UNIF GIFT (TRAN) ACT-______Custodian _________
TEN ENT- as tenants by the entireties (Name) (Name)
JT TEN - as joint tenants with right of under Uniform Gifts (Transfers) to (Florida)
survivorship and not as tenants ACT_______________________
in common (Name)
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Additional abbreviations may also be used though not in the above Mst.
For value received_______________hereby sell, assign and transfer into
PLEASE INSERT SOCIAL SECURITY ON OTHER
IDENTIFING NUMBER OF ASSIGNEE
_____________________________________________________________________________
_____________________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE
_____________________________________________________________________________
_____________________________________________________________________________
_______________________________________________________________________shares
of the capital stock represented by the within Certificate, and do hereby
innovacably constitute and appoint
___________________________________________________________________Attorney
to transfer the said stock on the books of the within named Corporation with
full power of substitution in the promises.
Dated
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NOTICE: THIS SIGNATURE TO THE AGREEMENT MUST
CORRESPOND WITH THE NAME AS WRITTEN UPON THE PAGE
OF THE CERTIFICATE IN EVERY PARTICULAR WITHOUT
ARBITRATION ON REPLACEMENT OR ANY CHANGE WHATEVER.
SIGNATURES(S) GUARANTEED:
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THE SIGNATURES SHOULD BE GUARANTEED BY A ELIGIBLE
GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS
AND LOANS ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE
MEDALLION PROGRAM) PURSUANT TO S.E.C. RULE 17AD-15.
THE PROVISIONS OF THE CORPORATION'S ARTICLES OF INCORPORATION, AS PRESENTLY IN
EFFECT, SHOWING THE CLASSES AND SERIES OF STOCK AUTHORIZED TO BE ISSUED BY THE
CORPORATION AND THE DISTINGUISHING CHARACTERISTICS THEREOF, ARE HEREBY
INCORPORATED BY REFERENCE TO THE SAME EXTENT AS IF HEREIN SET FORTH AT LENGTH;
A COPY OF SAID PROVISIONS, CERTIFIED BY AN OFFICER OF THE CORPORATION, WILL BE
FURNISHED BY THE CORPORATION OR BY ITS TRANSFER AGENT, WITHOUT COST, TO AND
UPON THE REQUEST OF THE HOLDER OF THIS CERTIFICATE. REQUESTS MAY BE ADDRESSED
TO THE SECRETARY OF THE CORPORATION AT ITS PRINCIPAL EXECUTIVE OFFICE OR TO THE
CORPORATION'S TRANSFER AGENT.
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AMERICAN BANK NOT COMPANY PRODUCTION COORDINATOR:
650 BLAIR MILL ROAD PROOF OF OCTOBER 27, 1997
HORSHAM, PA 10044 AMERISTEEL
(215) 657-3400 H 53290bk
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SALES: A. HOBBS: 404-525-1455 OPERATOR: EG
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NET/BANKNOTE/HOME/AMERISTEEL NEW
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