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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.
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(Exact name of registrant as specified in its charter)
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)
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
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(Title of class)
None
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Item 1. Capital Stock to be registered.
The capital stock to be registered pursuant hereto consists of the
Common Stock ($1 par value) of MAPCO Inc. (the "Company").
Pursuant to the Restated Certificate of Incorporation of the Company,
as amended, the authorized capital stock of the Company is 116,000,000 shares,
consisting of:
(a) 1,000,000 shares of Preferred Stock, without par
value (the "Preferred Stock"), of which 175,000 shares were designated
as Series A Junior Participating Preferred Stock; and
(b) 115,000,000 shares of Common Stock, par value $1 per
share (the "Common Stock").
As of June 23, 1997, the Company had outstanding 54,255,811 shares of
Common Stock. Holders of Common Stock have received a dividend of rights
("Rights") entitling the holders, when exercisable, to purchase shares of
Series A Junior Participating Preferred Stock in certain circumstances pursuant
to a Rights Agreement dated May 29, 1996, between the Company and Harris Trust
Company of New York, as Rights Agent (the "Rights Agreement"). Each share of
Common Stock is currently accompanied by one-half of a Right. (See the
Company's Registration Statement on Form 8-A filed with the Securities and
Exchange Commission ("SEC") on June 11, 1996, as amended by the Company's Form
8-A/A filed with the SEC on July 8, 1996 (the "Rights 8-A"). No shares of
Preferred Stock are currently outstanding.
No holders of any class of the Company's capital stock are entitled to
preemptive rights.
In general, the classes of authorized capital stock are afforded
preferences with respect to dividends and liquidation rights in the order
listed above. The Board of Directors of the Company is empowered, without
approval of the stockholders, to cause the Preferred Stock to be issued in one
or more series, with the numbers of shares of each series and the rights,
preferences and limitations of each series to be determined by it. The
specific matters that may be determined by the Board of Directors include the
dividend rights, voting rights, redemption rights, liquidation preferences, if
any, conversion and exchange rights, retirement and sinking fund provisions and
other rights, qualifications, limitations and restrictions of any wholly
unissued series of Preferred Stock (or of the entire class of Preferred Stock
if none of such shares have been issued), the number of shares constituting
such series and the terms and conditions of the issue thereof. The
descriptions set forth below do not purport to be complete and are qualified in
their entirety by reference to the (i) Restated Certificate of Incorporation of
the Company, as amended, and as such is further amended at the time of the
issuance of the Preferred Stock (the "Restated Certificate of Incorporation")
and (ii) the By-Laws of the Company as in effect at such time (the "By-Laws").
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Subject to any preferential rights of any Preferred Stock created by
the Board of Directors, each outstanding share of Common Stock is entitled to
such dividends as the Board of Directors may declare from time to time out of
funds legally available therefor. The holders of Common Stock possess
exclusive voting rights in the Company, except to the extent the Board of
Directors specifies voting power with respect to any Preferred Stock issued.
Except as hereinafter described, holders of Common Stock are entitled to one
vote for each share of Common Stock, but do not have any right to cumulate
votes in the election of directors. In the event of liquidation, dissolution
or winding-up of the Company, holders of Common Stock will be entitled to
receive on a pro-rate basis any assets remaining after provision for payment of
creditors and after payment of any liquidation preferences to holders of
Preferred Stock. The Common Stock is listed on the New York Stock Exchange,
the Chicago Stock Exchange and the Pacific Exchange under the symbol "MDA."
The Common Stock Transfer Agent and Registrar is Harris Trust Company
of New York.
Provisions of Restated Certificate of Incorporation and By-Laws
Certain provisions of the Restated Certificate of Incorporation and
By-Laws of the Company, as well as the Rights Agreement and certain employment
continuation agreements, may delay or make more difficult unsolicited
acquisitions or changes of control of the Company. It is believed that such
provisions will enable the Company to develop its business in a manner that
will foster its long-term growth without disruption caused by the threat of a
takeover not deemed by its Board of Directors to be in the best interests of
the Company and its shareholders. Such provisions could have the effect of
discouraging third parties from making proposals involving an unsolicited
acquisition or change of control of the Company, although such proposals, if
made, might be considered desirable by a majority of the Company's
shareholders. Such provisions may also have the effect of making it more
difficult for third parties to cause the replacement of the current management
of the Company without the concurrence of the Board of Directors. These
provisions include among others, (i) the availability of capital stock for
issuance from time to time at the discretion of the Board of Directors, (ii)
classified board of directors, (iii) supermajority voting requirements, (iv)
prohibitions against shareholders calling a special meeting of shareholders,
(v) requirements for advance notice for raising business or making nominations
at shareholders' meetings, and (vi) the ability of the Board of Directors to
increase the size of the board and to appoint directors to fill newly created
directorships. The descriptions set forth herein of such provisions do not
purport to be complete and are qualified in their entirety by reference to the
Restated Certificate of Incorporation and By-Laws.
Classified Board of Directors
The Company's Restated Certificate of Incorporation and By-Laws
provide that the Board of Directors be divided into three classes as nearly
equal in number as possible, whose three year terms of office expire at
different times in annual succession. Directors may not be removed from office
prior to the expiration of their term without cause. A classified board makes
it more difficult for shareholders to change a majority of the directors.
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Supermajority Vote Requirements
The Company's Restated Certificate of Incorporation requires that a
merger or consolidation with, or sale or lease of assets to, a beneficial owner
of more than 5% of the Company's outstanding voting stock be approved by the
affirmative vote of the holders of 75% of the Company's voting stock, unless
the Board of Directors has approved a memorandum of understanding with such
beneficial owner before the 5% level is reached. The effect of this provision
is similar to Section 203 of the Delaware General Corporation Law. This
provision may make it more difficult for a 5% beneficial owner to effect
transactions with the Company and may encourage persons interested in acquiring
the Company to negotiate in advance with the Company's Board of Directors prior
to acquiring a 5% interest. It is possible that such provision could make it
more difficult to accomplish transactions which shareholders may otherwise deem
to be in their interest.
Special Meetings
The By-Laws provide that, unless otherwise prescribed by statute or
the Restated Certificate of Incorporation, special meetings of the shareholders
can be called only by the Chairman of the Board of Directors or by resolution
of the Board of Directors. Furthermore, the By-Laws of the Company provide
that only such business as is specified in the notice of any such special
meeting of shareholders may come before such meeting.
Advance Notice for Raising Business or Making Nominations at Meetings
The By-Laws of the Company establish an advance notice procedure for
shareholder proposals to be brought before an annual meeting of shareholders
and for nominations by shareholders of candidates for election as directors at
an annual or special meeting at which directors are to be elected. Only such
business may be conducted at an annual meeting of shareholders as has been
brought before the meeting by, or at the direction of, the Board of Directors,
or by a shareholder who has given to the Secretary of the Company timely
written notice, in proper form, of the shareholder's intention to bring that
business before the meeting. The chairman of such meeting will have the
authority to make such determinations. Only persons who are nominated by, or
at the direction of, the Board of Directors, or who are nominated by a
shareholder who has given timely written notice, in proper form, to the
Secretary prior to a meeting at which directors are to be elected will be
eligible for election as directors of the Company.
To be timely, notice of business to be brought before an annual
meeting or nominations of candidates for election as directors at an annual
meeting is required to be received by the Secretary of the Company not less
than 60 nor more than 90 days in advance of the meeting (or, in the event that
less than 70 days' notice or prior public disclosure of the date of the meeting
is given or made to stockholders, not later than 10 days after the first public
notice or disclosure of the date of such annual meeting).
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The notice of any nomination for election as a director is required to
set forth the name and address of the shareholder who intends to make the
nomination and of the person or persons to be nominated; the age and the
principal occupation or employment of each nominee; the class and number of
shares beneficially owned by such shareholder and by each nominee; and such
other information regarding each nominee proposed by such shareholder as are
required to be included in a proxy statement filed pursuant to the proxy rules
of the Securities and Exchange Commission; and the consent of each nominee to
be named as a nominee and serve as a director is so elected.
Number of Directors: Filling of Vacancies
The Restated Certificate of Incorporation and By-Laws of the Company
limit the total number of directors to 12 and provide that newly created
directorships resulting from any increase in the authorized number of directors
(or any vacancy) shall be filled by a vote of a majority of directors then in
office. Accordingly, the Board of Directors of the Company may be able to
prevent any shareholder from obtaining majority representation on the Board of
Directors by increasing the size of the board and filling the newly created
directorships with its own nominees.
Rights Agreement
The Rights and the Rights Agreement are described in the Rights 8-A,
which is hereby incorporated by reference.
Item 2. Debt Securities to be Registered.
None
Item 3. Other Securities to be Registered.
None
Item 4. Exhibits.
Copies of the following exhibits have been transmitted to the New
York, Chicago and Pacific Exchanges:
(1) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996.
(2) The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 1997.
(3) The Company's Proxy Statement dated April 15, 1997.
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(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 (filed herewith).
(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.
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.
MAPCO INC.
[CORPORATE SEAL]
By /s/ JAMES N. CUNDIFF
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James N. Cundiff
General Counsel - New Ventures & Corporate
Services and Assistant Corporate Secretary
Date: July 1, 1997
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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5 The Restated Certificate of Incorporation of the Company, as
amended (filed herewith).
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RESTATED
CERTIFICATE OF INCORPORATION
OF
MAPCO INC.
(As Amended and Restated effective May 30, 1997)
The following Restated Certificate of Incorporation restates,
integrates and amends the Certificate of Incorporation. It has been duly
adopted by the Board of Directors and Stockholders of the Corporation, in
accordance with Section 242 and 245 of the General Corporation Law of Delaware.
The capital of the Corporation will not be reduced under or by reason of the
amendments made hereby. The Corporation was originally incorporated on October
3, 1958 under the name Midcontinent Eastern Pipeline Corporation.
FIRST: The name of the Corporation is MAPCO Inc.
SECOND: The Corporation's registered office in the State of Delaware
is 100 West Tenth Street, in the City of Wilmington, County of New Castle. The
name of the Corporation's registered agent at such address is The Corporation
Trust Company.
THIRD: The nature of the business, or objects or purposes to be
transacted, promoted or carried on are to engage in any lawful act or activity
for which corporations may be organized under the General Corporation Law of
Delaware.
FOURTH: The total number of shares of capital stock of all classes
which the Corporation is authorized to issue is 116,000,000 shares of capital
stock, which shall consist of 1,000,000 shares of Preferred Stock, without par
value, and 115,000,000 shares of Common Stock, $1 par value.
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The Board of Directors shall have the authority to fix by resolution
the voting powers, dividend rate, preferences and rights and the
qualifications, limitations or restrictions of any class or classes of
Preferred Stock or any series of any class of Preferred Stock of the
Corporation.
All holders of shares with voting powers, whether Common Stock or
Preferred Stock, shall, except as otherwise required by law or by any
resolution adopted by the Board of Directors pursuant to authority expressly
vested in it by the provisions of this Article, vote and act together as a
single class and not as separate classes.
All shares of Common Stock shall have one vote per share.
FIFTH: The following provisions are inserted for the management of
the business and for the conduct of the affairs of this Corporation, and for
further definition, limitation and regulation of the powers of this Corporation
and of its directors and stockholders:
(1) Election of directors need not be by ballot unless the
By-laws so provide.
(2) The number of directors shall be not less than three nor more
than twelve, the exact number thereof within such limitations to be fixed from
time to time by resolution adopted by a majority of the entire Board, and such
exact number shall be nine unless otherwise determined by resolution adopted by
a majority of the entire Board. As used in this paragraph, "entire Board"
means the total number of directors which the Corporation would have if there
were no vacancies as such number is fixed by resolution of the Board of
Directors. In the event that the Board is increased by such a resolution, the
vacancy or vacancies so resulting shall be filled by a vote of the majority of
the directors then in office. No decrease in number in the Board shall shorten
the term of any incumbent directors.
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The Board of Directors shall be divided into three classes, as nearly
equal in number as possible, with the term of office of the first class
expiring at the annual meeting of stockholders in 1971, the second class
expiring at the annual meeting of stockholders in 1972, and the third class
expiring at the annual meeting of stockholders in 1973. Where vacancies occur
on the Board of Directors through death, resignation, disqualification or other
cause and newly created directorships resulting from any increase in the
authorized number of directors may be filled by a majority of the directors
then in office, though less than a quorum, unless so filled by election by the
stockholders at a meeting called for the purpose by notice given prior to such
action by the directors, and the directors so chosen shall hold office until
the next election of the class for which such directors shall have been chosen
and until their successors are duly elected and shall qualify.
At each annual meeting of the stockholders, commencing with the 1971
Annual Meeting, successors to directors of the class whose terms then expire
shall be elected to hold office for a term expiring at the third succeeding
annual meeting of stockholders. When the number of directors is changed, any
newly created directorships or any decrease in directorships shall be so
apportioned among the classes as to make all classes as nearly equal in number
as possible. Notwithstanding the foregoing, whenever the holders of any
Preferred Stock, as provided in the Certificate of Incorporation, shall have
the right, voting as a class, to elect directors at the annual meeting of
stockholders, the then authorized number of directors of the Corporation may be
increased by such number as may be therein provided, and at such meeting the
holders of such Preferred Stock shall be entitled to elect the additional
directors so provided for by a vote of the holders of at least a majority of
such Preferred Stock present or so represented at such meeting voting as a
class. Any directors so elected, unless so re-elected at the annual meeting of
stockholders or special meeting
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held in place thereof, next succeeding the time when the holders of any such
Preferred Stock become entitled to elect directors as above provided, shall not
hold office beyond such annual or special meeting. This provision shall apply
notwithstanding the maximum number of directors set forth in the provisions
hereinabove.
No amendment to the Certificate of Incorporation of the Corporation
shall amend, alter, change or repeal any provision of this paragraph (2) of
this Article FIFTH unless the amendment effecting such amendment, alteration,
change, or repeal shall receive the affirmative vote or consent of the holders
of 75% of all shares of the outstanding stock of the Corporation entitled to
vote thereon.
(3) The Board of Directors shall have power, without the consent
or vote of the stockholders, to make, alter, amend, change, add to or repeal
the By-laws of the Corporation.
(4) In addition to the powers and authorities hereinbefore or by
statute expressly conferred upon them, the directors are hereby empowered to
exercise all such powers and do all such acts and things as may be exercised or
done by the Corporation; subject, nevertheless, to the provisions of the
statutes of Delaware, of this Restated Certificate of Incorporation and to any
By-laws from time to time made by the Board of Directors and/or stockholders;
provided, however, that no By-laws so made shall invalidate any prior act of
directors which would have been valid if such By-law had not been made.
SIXTH: Except as set forth below, the affirmative vote of the holders
of 75% of all classes of stock of the Corporation, entitled to vote in
elections of directors, considered for the purposes of this Article SIXTH as
one class, shall be required (a) for the adoption of any agreement for the
merger or consolidation of the Corporation with or into any other corporation,
or (b) to
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authorize any sale or lease of all or any substantial part of the assets of the
Corporation to, or any sale or lease to the Corporation or any subsidiary
thereof in exchange for securities of the Corporation of any assets (except
assets having an aggregate fair market value of less than $6,000,000) of, any
other corporation, person or other entity, if, in either case, as of the record
date for the determination of stockholders entitled to notice thereof and to
vote thereon or consent thereto such other corporation, person or entity is the
beneficial owner, directly or indirectly, of more than 5% of the outstanding
shares of stock of the Corporation entitled to vote in elections of directors
considered for the purposes of this Article SIXTH as one class. Such
affirmative vote shall be in addition to the vote of the holders of the stock
of the Corporation otherwise required by law or any agreement between the
Corporation and any national securities exchange.
For the purpose, but only for the purpose, of determining whether a
person, corporation or other entity is "the beneficial owner, directly or
indirectly, of more than 5% of the outstanding shares of stock of the
Corporation entitled to vote in elections of directors," (x) any corporation,
person or other entity shall be deemed to be the beneficial owner of any shares
of stock of the Corporation (i) which it has the right to acquire pursuant to
any agreement, or upon exercise of conversion rights, warrants or options, or
otherwise, or (ii) which are beneficially owned, directly or indirectly
(including shares deemed owned through application of clause (1), above), by
any other corporation, person or entity with which it or its "affiliate" or
"associate" (as defined below) has any agreement, arrangement or understand-
ing for the purpose of acquiring, holding, voting or disposing of stock of the
Corporation, or which is its "affiliate" or "associate" as those terms are
defined in Rule 12b-2 of the General rules and regulations under the Securities
Exchange Act of 1934 as in effect on January 1, 1980, and (y) the outstanding
shares of any class of stock of ;the Corporation shall include shares
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deemed owned through application of clauses (i) and (ii) above.
The Board of Directors shall have the power and duty to determine for
the purposes of this Article SIXTH, on the basis of information known to the
Corporation, whether (i) such other corporation, person or other entity
beneficially owns more than 5% of the outstanding shares of stock of the
Corporation entitled to vote in elections of directors, (ii) a corporation,
person or entity is an "affiliate" or "associate" (as defined above) of
another, (iii) the assets being acquired by the Corporation, or any subsidiary
thereof, have an aggregate fair market value of less than $6,000,000 and (iv)
the memorandum of understanding referred to below is substantially consistent
with the transac- tion covered thereby. Any such determination shall be
conclusive and binding for all purposes of this Article SIXTH.
The provisions of this Article SIXTH shall not be applicable to (i)
any merger or consolidation of the Corporation with or into any other
corporation, or any sale of lease of all or any substantial part of the assets
of the Corporation to, or any sale or lease to the Corporation or any
subsidiary thereof in exchange for securities of the Corporation of any assets
of, any corporation if the Board of Directors of the corporation shall by
resolution have approved a memorandum of understanding with such other
corporation with respect to and substantially consistent with such transaction,
prior to the time that such other corporation shall have become a holder of
more than 5% of the outstanding shares of stock of the Corporation entitled to
vote in elections of directors; or (ii) any merger or consolidation of the
Corporation with, or any sale or lease to the Corporation or any subsidiary
thereof of any of the assets of, any corporation of which a majority of the
outstanding share of all classes of stock entitled to vote in elections of
directors is owned of record or beneficially by the Corporation and its
subsidiaries.
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No amendment to the Certificate of Incorporation of the Corporation
shall amend, alter, change or repeal any of the provisions of this Article
SIXTH unless the amendment affecting such amendment, alteration, change or
repeal shall receive the affirmative vote of the holders of 75% of all classes
of stock of the Corporation entitled to vote in elections of directors,
considered for the purpose of this Article SIXTH as one class.
SEVENTH: A Director of this Corporation shall not be liable to the
Corporation or its Stockholders for monetary damages for breach of fiduciary
duty as a Director, except to the extent such exemption from liability or
limitation thereof is not permitted under the Delaware General Corporation Law
as the same exists or may hereafter be amended.
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