FORM 8-A/A
(Amendment No. 1)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
A.G. EDWARDS, INC.
(Exact name of registrant as specified in its charter)
State of incorporation or organization: Delaware
I.R.S. Employer Identification No.: 43-1288229
Address of principal executive offices:
One North Jefferson Avenue St. Louis, Missouri 63103
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 Purchase Rights New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Item 1. Description of Registrant's Securities to be Registered.
At a meeting held on June 22, 1995, the Board of Directors of A.G. Edwards,
Inc., a Delaware corporation (the "Company"), approved Amendment No. 2 (the
"Amendment") to the Rights Agreement dated as of December 30, 1988, as amended
on May 24, 1991, between the Company and Boatmen's Trust Company, a Missouri
corporation, as Rights Agent (the "Rights Agreement"). The Amendment amends and
changes the provisions of Sections 7(a) and 7(b) of the Rights Agreement so that
(i) the expiration date is changed from January 18, 1999 to June 22, 2005; and
(ii) the Purchase Price (as defined in the Rights Agreement) is changed from
$75.00 to $90.00. Both changes are to be effective as of June 22, 1995. A copy
of the Amendment is filed as Exhibit 3 hereto and incorporated herein by
reference. The foregoing description of the Amendment does not purport to be
complete and is qualified in its entirety by reference to the Amendment.
Item 2. Exhibits.
4(i) Rights Agreement, dated as of December 30, 1988, between A.G. Edwards,
Inc., a Delaware corporation, and Boatmen's Trust Company, a Missouri
corporation, as Rights Agent, which includes, as Exhibit A thereto,
the form of Rights Certificate and as Exhibit B thereto, the form of
Summary of Rights to Purchase Common Stock. This document was filed
as Exhibit 4 to the Company's Current Report on Form 8-K filed with
the Securities and Exchange Commission on January 12, 1989, and is
incorporated herein by reference.
4(ii) Amendment No. 1 to the Rights Agreement dated as of May 24, 1991,
filed as Exhibit 4.4 to the Company's Form 10-K for the fiscal year
ended February 29, 1992, and incorporated herein by reference.
4(iii) Amendment No. 2 to the Rights Agreement dated as of June 22, 1995.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this amendment on Form 8-A/A to its
Registration Statement to be signed on its behalf by the undersigned, thereto
duly authorized.
A.G. Edwards, Inc.
(Registrant)
Date: July 12, 1995 By: /s/ Benjamin F. Edwards III
Benjamin F. Edwards III
Chairman
EXHIBIT INDEX
Exhibit No. Description Page
4(i) Rights Agreement, dated as of December 30, *
1988, between A.G. Edwards, Inc., a
Delaware corporation, and Boatmen's Trust
Company, a Missouri corporation, as Rights
Agent, which includes, as Exhibit A
thereto, the form of Rights Certificate and
as Exhibit B thereto, the form of Summary
of Rights to Purchase Common Stock. This
document was filed as Exhibit 4 to the
Company's Current Report on Form 8-K filed
with the Securities and Exchange Commission
on January 12, 1989, and is incorporated
herein by reference.
4(ii) Amendment No. 1 to the Rights Agreement *
dated as of May 24, 1991, filed as Exhibit
4.4 to the Company's Form 10-K for the
fiscal year ended February 29, 1992, and
incorporated herein by reference.
4(iii) Amendment No. 2 to the Rights Agreement 5
dated as of June 22, 1995.
* Previously filed and incorporated herein by reference.
STATEMENT OF DIFFERENCES
This EDGAR version document differs from the original paper format document as
follows:
The exhibits listed in Item 2 and the Exhibit Index of the paper format
document are numbered as Exhibit No. 1, 2 and 3, respectively.
AMENDMENT NO. 2 TO THE
RIGHTS AGREEMENT
DATED DECEMBER 30, 1988.
THIS AGREEMENT is made and entered into as of this 22nd day of June, 1995, by
and between A.G. Edwards, Inc. a Delaware corporation (the "Company"), and
Boatmen's Trust Company, a Missouri corporation (the "Rights Agent").
WITNESSETH:
WHEREAS, the Company and the Rights Agent executed a Rights Agreement dated
December 30, 1988 which was thereafter amended by Amendment No. 1 to the Rights
Agreement entered into on the 24th day of May, 1991 (collectively, the "Rights
Agreement") and thereafter the Company adjusted the number of Rights by
resolution adopted November 19, 1993;
WHEREAS, the Rights currently expire January 18, 1999;
WHEREAS, the Rights Agreement provides in Section 7(b) that the Purchase
Price for each share of Common Stock pursuant to the exercise of a Right (as
defined in the Rights Agreement) shall be $75.00 but the Purchase Price, because
of adjustments pursuant to Section 13 of the Rights Agreement, currently is
$29.09;
WHEREAS, pursuant to Section 26 of the Rights Agreement, the Company and
Rights Agent are authorized to amend the Rights Agreement without the approval
of any holders of Rights Certificates if, prior to the Distribution Date (as
defined in the Rights Agreement), the Company deems the change to be necessary
or desirable, and the Rights Agent determines that such change will not
adversely affect its interest under the Rights Agreement; and
WHEREAS, the Company so deems it desirable and in the best interests of the
Company and its stockholders to amend and change the provisions of Sections 7(a)
and 7(b) of the Rights Agreement so that the expiration date shall be June 22,
2005 and the Purchase Price as of the date of this Amendment No. 2 shall be
$90.00.
NOW, THEREFORE, in consideration of the premises and the mutual agreements
herein set forth, the parties hereby agree as follows:
Section 1. Amendment of Rights Agreement.
(a) Section 7(a) of the Rights Agreement is hereby amended in its entirety to
read as follows:
"Subject to Section 7(e) and 23(a) hereof, the registered holder
of any Rights Certificate may exercise the Rights evidenced
thereby in whole or in part at any time after the Distribution
Date upon surrender of the Rights Certificate, with the form of
election to purchase on the reverse side thereof including the
certificate contained therein duly executed, to the Rights Agent
at the principal corporate trust office of the Rights Agent,
together with payment of the Purchase Price for each share of
Common Stock as to which the Rights are exercised prior to the
earlier of the Close of Business on June 22, 2005, subject to
extension as provided in Section 12(c) hereof (the "Final
Expiration Date") or the time at which the Rights are redeemed as
provided in Section 23 hereof (such earlier time being herein
referred to as the "Expiration Date")
(b)Section 7(b) of the Rights Agreement is hereby amended in its entirety to
read as follows:
"The Purchase Price for each share of Common Stock pursuant to the
exercise of a Right shall be $90.00 as of June 22, 1995 and
thereafter shall be subject to adjustment from time to time as
provided in Section 13 hereof and shall be payable in lawful money of
the United States of America in accordance with Paragraph (c) below."
Section 2. Savings Clause. All of the provisions of the Rights Agreement not
amended by this Agreement shall remain in full force and effect.
Section 3. Miscellaneous.
(a) This Agreement, as it amends the Rights Agreement, constitutes the entire
agreement and understanding of the parties with respect to the subject
matter hereof, and it supersedes all prior negotiations, commitments,
representations and undertakings of the parties with respect to the subject
matter hereof. Any terms used herein, which are not defined herein, shall
have the meaning attached to them in the Rights Agreement.
(b) This Agreement shall be binding upon and inure to the benefit of the
Company, the Rights Agent and their respective successors and permitted
assigns.
(c) This Agreement shall be deemed to be a contract made under the laws of
the State of Missouri and for all purposes shall be governed by and
construed in accordance with the laws of such State applicable to contracts
made and to be performed entirely within such State.
(d) This Agreement may be executed in any number of counterparts and each of
such counterparts shall for all purposes be deemed to be an original, and
all such counterparts shall together constitute but one and the same
instrument.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed
and their respective corporate seals to be hereto affixed and attested, all on
the day and year first above written.
ATTEST: A.G. EDWARDS, INC.
By: /s/ Douglas L. Kelly By:/s/ Benjamin F. Edwards III
Name: Douglas L. Kelly Name: Benjamin F. Edwards III
Title: Vice President and Secretary Title: Chairman and President
ATTEST: BOATMEN'S TRUST COMPANY
By: /s/ Christopher S. Hillcoat By: /s/ H.E. Bradford
Name: Christopher S. Hillcoat Name: H. Eugene Bradford
Title: Vice President Title: Senior Vice President
