SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
(Amendment No. 2)
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
JUSTIN INDUSTRIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
Texas 75-0102185
(State of Incorporation or Organization) (I.R.S. Employer
Identification No.)
2821 West Seventh Street, Fort Worth, Texas 76107
(Address of Principal Executive Offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to securities pursuant to
Section 12(b) of the Section 12(g) of the
Exchange Act and is effective Exchange Act and is effective
pursuant to General pursuant to General
Instruction A.(c), please check Instruction A.(d), please check
the following box. [ ] the following box. [x]
Securities Act registration statement file number to which this
form relates: N/A
(if applicable)
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
None None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock Purchase Rights
(Title of Class)
<PAGE>
Item 1. Description of Registrant's Securities to be Registered.
Justin Industries, Inc. (the "Company") and The Bank of New York, as
successor Rights Agent, have executed an amendment to Section 7(a) of the Rights
Agreement dated as of October 6, 1989, as amended by Amendment No. 1 thereto
dated October 4, 1990, between the Company and The Bank of New York (the "Rights
Agreement") to extend the Rights Agreement for an additional five years (until
October 6, 2004).
The foregoing description of the amendment does not purport to be complete
and is qualified in its entirety by the amendment, which is filed as Exhibit No.
4.3 to this Form 8-A/A. Capitalized terms used without definition herein shall
have the meanings assigned to them in the Rights Agreement.
Item 2. Exhibits.
4.1 Rights Agreement, dated October 6, 1989, between Justin Industries, Inc.
and Team Bank, as Rights Agent (incorporated by reference to Registration
Statement on Form 8-A dated October 10, 1989) (previously filed).
4.2 First Amendment to Rights Agreement, dated October 4, 1990, between Justin
Industries, Inc. and Ameritrust Texas, N.A., as successor Rights Agent to
Team Bank (incorporated by reference to Amendment No. 1 on Form 8 to
Registration Statement on Form 8-A dated October 4, 1990) (previously
filed).
4.3 Amendment No. 2 to Rights Agreement, dated as of October 6, 1999 between
Justin Industries, Inc. and The Bank of New York, as successor Rights Agent
to Ameritrust Texas, N.A. (filed herewith).
<PAGE>
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.
JUSTIN INDUSTRIES, INC.
Date: September 16, 1999 By:/s/ Richard J. Savitz
Name: Richard J. Savitz
Title: Senior Vice President
and Chief Financial Officer
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
4.1 Rights Agreement dated October 6, 1989, between Justin Industries,
Inc. and Team Bank, as Rights Agent (incorporated by reference to
Registration Statement on Form 8-A dated October 10, 1989) (previously
filed).
4.2 First Amendment to Rights Agreement, dated October 4, 1990, between
Justin Industries, Inc. and Ameritrust Texas, N.A., as successor
Rights Agent to Team Bank (incorporated by reference to Amendment No.
1 on Form 8 to Registration Statement on Form 8-A dated October 4,
1990) (previously filed).
4.3 Amendment No. 2 to Rights Agreement, dated as of October 6, 1999,
between Justin Industries, Inc. and The Bank of New York as successor
Rights Agent to Ameritrust Texas, N.A. (filed herewith).
EXHIBIT 4.3
SECOND AMENDMENT TO RIGHTS AGREEMENT
AMENDMENT NO. 2 dated as of October 6, 1999, to the Rights Agreement dated
as of October 6, 1989, as amended by Amendment No. 1 thereto dated October 4,
1990, between Justin Industries, Inc. a Texas corporation (the "Company"), and
The Bank of New York, as successor Rights Agent (the "Rights Agent").
WHEREAS, the Company and Team Bank, the predecessor rights agent, entered
into the Rights Agreement dated as of October 6, 1989 (the "Rights Agreement");
WHEREAS, The Bank of New York has been appointed successor Rights Agent by
the Company;
WHEREAS, the Company and the Rights Agent entered into Amendment No. 1 to
the Rights Agreement dated as of October 4, 1990; and
WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company and
the Rights Agent deem it desirable to amend the Rights Agreement further as set
forth herein;
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein and in the Rights Agreement, the parties hereto hereby agree as
follows:
1. The capitalized terms used but not defined herein shall have the
meanings assigned to them in the Rights Agreement.
2. Section 7(a) of the Rights Agreement is hereby amended and restated
in its entirety to read as follows:
"(a) The registered holder of any Right Certificate may
exercise the Rights evidenced thereby (except as otherwise
provided herein) in whole or in part at any time after the
Distribution Date upon surrender of the Right Certificate,
with the form of election to purchase on the reverse side
thereof duly executed, to the Rights Agent at the principal
office of the Rights Agent in New York, New York, together
with payment of the Purchase Price for each Common Share (or
other securities or property, as the case may be) as to
which the Rights are exercised, at or prior to the earliest
of (i) the close of business on October 6, 2004 (the "Final
Expiration Date"), (ii) the time at which the Rights are
redeemed as provided in Section 23 hereof (the "Redemption
Date") or (iii) the time at which such Rights are exchanged
(the "Exchange Date") as provided in Section 24 hereof."
3. Except as expressly amended hereby, the Rights Agreement shall remain
in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to
the Rights Agreement to be duly executed as of the day and year first above
written.
JUSTIN INDUSTRIES, INC.
By:
Name: Richard J. Savitz
Title: Senior Vice President and
Chief Financial Officer
THE BANK OF NEW YORK
By:
Name: James N. Dimino
Title: Vice President
