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
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(Exact name of registrant as specified in its charter)
FLORIDA 59-0792436
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(State of incorporation or organization) (IRS Employer Identification No.)
5100 W. LEMON STREET
TAMPA, FLORIDA 33631-3328
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
NONE
Securities to be registered pursuant to Section 12(g) of the Act:
CLASS A COMMON STOCK, PAR VALUE $.01 PER SHARE
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(Title of Class)
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The Company has authority under its Articles of Incorporation to issue
up to 100,000,000 shares of Class A Common Stock, par value $.01 per share (the
"Common Stock"). As of July 31, 2000, there were 10,382,024 shares of Class A
Common Stock.
VOTING RIGHTS -- The holders of Class A Common Stock are entitled to
one vote per share.
DIVIDENDS -- Holders of Class A Common Stock are entitled to receive
dividends on a per share basis if, as and when such dividends are declared by
the Board of Directors of the Company out of assets or funds legally available
therefor. No dividend or other distribution (including redemptions or
repurchases of shares of capital stock) may be made if after giving effect to
such distribution, the Company would not be able to pay its debts as they become
due in the usual course of business, or the Company's total assets would be less
than the sum of its total liabilities. In addition, the Company's ability to pay
dividends may be limited by the provisions of applicable loan agreements.
CONVERSION -- Class A Common Stock has no conversion rights.
RESTRICTIONS ON TRANSFER --During the time prior to any public offering
of shares pursuant to a registration statement filed under the Securities Act of
1933, certain shares of the Class A Common Stock are subject to limitations on
transfer. Specifically, any shares of Class A Common Stock acquired under the
Company's 1999 Employee Stock Purchase/SAR Plan are subject to a right of first
refusal in favor of the
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Company. Prior to the sale, assignment, transfer, pledge or other disposition of
shares of Common Stock, a stockholder must first offer to sell such shares to
the Company in accordance with the terms and conditions of the applicable plan.
OTHER PROVISIONS -- In the event of any dissolution, liquidation or
winding up of the affairs of the Company, after payment of the debts and other
liabilities of the Company, the remaining assets of the Company will be
distributable ratably among the holders of the Class A Common Stock. None of the
Class A Common Stock may be reclassified, subdivided or combined in any manner
unless the other class is simultaneously reclassified, subdivided or combined in
the same proportion. The holders of the Class A Common Stock have no preemptive
rights, no cumulative voting rights and no redemption or sinking fund
provisions.
ITEM 2. EXHIBITS
2.1 Articles of Incorporation, as amended (incorporated by reference to
Exhibit 4.1 to the Registrant's Registration Statement on Form S-8
(Registration Statement No.333-82699))
2.2 Amended and Restated Bylaws (incorporated by reference to Exhibit
4.2 to the Registrant's Registration Statement on Form S-8
(Registration Statement No. 333-82699))
2.3 Form of Class A Common Stock Certificate (incorporated by reference
to Exhibit 4.3 to the Registrant's Registration Statement on Form
S-8 (Registration Statement No. 333-82699))
2.4 Indenture, dated as of April 3, 1998, by and among the Company,
State Street Bank and Trust Company relating to $130,000,000 of the
Company's 8 3/4% Senior Notes Due 2008 (incorporated by reference to
Exhibit 4.1 to the Company's Registration Statement on Form S-4, as
amended, (Registration Statement No. 333-55857))
2.5 Second Amended and Restated Credit Agreement dated as of September
13, 2000, by and among the Company, Bank of America, National
Association, The Bank of Tokyo-Mitsubishi, Ltd., and certain other
lenders.
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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.
AMERISTEEL CORPORATION
Dated: October 18, 2000
By: /s/ TOM J. LANDA
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Tom J. Landa
Vice President and
Chief Financial Officer
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
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2.5 Second Amended and Restated Credit Agreement dated as of September
13, 2000, by and among the Company, Bank of America, National
Association, The Bank of Tokyo-Mitsubishi, Ltd., and certain other
lenders.
