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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A/A
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934
MAPCO INC.
(Exact name of registrant as specified in its charter)
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<S> <C>
Delaware 73-0705739
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
1800 South Baltimore Avenue Tulsa, Oklahoma 74119
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(Address of principal executive offices) (Zip Code)
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If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check
the following box. [ ]
If this Form relates to the registration of a class of debt securities and is
to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [ ]
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
Common Stock New York Stock Exchange
($1 par value) Chicago Stock Exchange
Pacific Exchange
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
Common Stock
(Title of class)
NONE
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The undersigned registrant, MAPCO Inc. (the "Company"), hereby amends
and supplements, as set forth below, Items 1 and 2 of the Company's
Registration Statement on Form 8-A filed with the Securities and Exchange
Commission on June 11, 1996, as amended by the Form 8-A/A filed by the Company
with the Securities and Exchange Commission on July 2, 1997, all of which are
incorporated herein by reference (collectively, including the exhibits thereto,
the "Form 8-A"). Capitalized terms used herein and not otherwise defined shall
have the meanings ascribed to them in the Form 8-A.
Item 1. Description of Registrant's Securities to be Registered.
The response to Item 1 in the Form 8-A is hereby amended by the
addition of the following paragraphs after the last paragraph thereof:
Each share of Common Stock is currently accompanied by one-half of a
Right.
On November 23, 1997, the Company entered into an Agreement and Plan
of Merger (the "Merger Agreement") among The Williams Companies, Inc.
("Williams"), TML Acquisition Corp., a wholly-owned subsidiary of Williams
("Sub") and MAPCO Inc. ("MAPCO") providing for Williams to acquire MAPCO in a
non-taxable stock for stock transaction in which Sub would be merged with and
into MAPCO (the "Merger"). In connection with the execution of the Merger
Agreement, the Company amended its Rights Agreement dated May 29, 1996, between
the Company and Harris Trust Company of New York, as Rights Agent (the "Rights
Agreement") effective November 23, 1997 in order to, among other things (i)
prevent Sub and Williams from becoming an Acquiring Person as a result of the
Merger as provided in the Merger Agreement, (ii) prevent a Stock Acquisition
Date, a Distribution Date, a Section 11(a)(ii) Event or a Section 13 Event from
occurring as a result of the Merger or the other transactions contemplated by
the Merger Agreement and (iii) to provide that all outstanding Rights will
expire immediately prior to the effective time of the Merger.
A copy of Amendment No. 1 to Rights Agreement is included as Exhibit
(10) and is incorporated herein by reference. The foregoing description of
Amendment No. 1 to Rights Agreement does not purport to be complete and is
qualified in its entirety by reference to Amendment No. 1 to Rights Agreement.
Item 2. Exhibits.
The response to Item 2 in the Form 8-A is hereby amended to read in
its entirety as follows:
Copies of the following exhibits have been transmitted to the New
York, Pacific and Chicago Stock Exchanges:
(1) The Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1996.
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(2) The Company's Quarterly Report on Form 10-Q for the
fiscal quarter ended September 30, 1997.
(3) The Company's Proxy Statement dated April 15, 1997.
(4) The By-Laws of the Company, incorporated by reference
to Exhibit 3.(ii) to Annual Report on Form 10-K for
the fiscal year ended December 31, 1994.
(5) The Restated Certificate of Incorporation of the
Company, as amended, incorporated by reference to
Exhibit 5 to the Company's Form 8-A/A filed July 2,
1997 .
(6) Rights Agreement dated as of May 29, 1996 between the
Company and Harris Trust Company of New York,
incorporated by reference to Exhibit 4 to the
Company's Registration Statement on Form 8- A filed
June 11, 1996.
(7) Specimen of Common Stock certificate, incorporated by
reference to Exhibit 4.(a) to Annual Report on Form
10-K for the fiscal year ended December 31, 1996.
(8) The Company's annual report to stockholders for the
fiscal year ended December 31, 1996.
(9) Agreement and Plan of Merger Among The Williams
Companies, Inc., TML Acquisition Corp. and MAPCO
Inc., incorporated by reference to Exhibit 2 to
Current Report on Form 8-K filed November 26, 1997.
(10) Amendment No. 1 to Rights Agreement dated as of
November 23, 1997 incorporated by reference to
Exhibit 4 to Current Report on Form 8-K filed
November 26, 1997.
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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.
[CORPORATE SEAL] MAPCO Inc.
By: /s/ James N. Cundiff
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James N. Cundiff
General Counsel - New Ventures &
Corporate Services and
Assistant Corporate Secretary
Date: December 12, 1997
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