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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
McDonald & Company Investments, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 34-1391950
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(State of Incorporation or Organization) (I.R.S. Employer
Identification no.)
McDonald Investment Center, 800 Superior Avenue, Cleveland, Ohio 44114-2603
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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 If this form relates to the registration of a
of securities pursuant to Section 12(b) of the class of securities pursuant to Section 12(g) of
Exchange Act and is effective pursuant to General the Exchange Act and is effective pursuant to
Instruction A.(c), please check the following box. [ ] General Instruction A.(d), please check the
following box. [ ]
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Securities Act registration statement file number to which this form relates:
(If applicable)
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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
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Series A Junior Preferred
Stock Purchase Rights New York Stock Exchange
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Securities to be registered pursuant to Section 12(g) of the Act:
Not Applicable
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(Title of Class)
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(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
On February 4, 1998, the Board of Directors of McDonald & Company
Investments, Inc. (the "Company") approved Amendment No. 1 (the "Amendment") to
the Rights Agreement, dated as of November 1, 1995 (the "Rights Agreement"),
between the Company and National City Bank, as Rights Agent (the "Rights
Agent"). The Company amended the Rights Agreement to increase the exercise price
of the Rights to $95.00 per one one-hundredth of a Preferred Share, subject to
adjustment.
The foregoing description of the Amendment is qualified in its entirety
by reference to the full text of the Amendment, which is attached as an exhibit
hereto and incorporated herein by reference. Copies of the Rights Agreement, and
the related Summary of Rights which is attached as Exhibit C to the Rights
Agreement, are available free of charge from the Company.
ITEM 2. EXHIBITS.
Number Description
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4.1 Amendment No. 1, dated as of February 4, 1998, to the Rights
Agreement, dated as of November 1, 1995, between the Company
and National City Bank, as Rights Agent.
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SIGNATURE
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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.
McDONALD & COMPANY INVESTMENTS, INC.
By: /s/ Robert T. Clutterbuck
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Robert T. Clutterbuck
Treasurer (Principal Financial Officer)
Date: February 19, 1998
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EXHIBIT INDEX
Exhibit Number Description
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4.1 Amendment No. 1, dated as of February 4, 1998, to the Rights
Agreement, dated as of November 1, 1995, between the Company
and National City Bank, as Rights Agent.
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Exhibit 4.1
McDONALD & COMPANY INVESTMENTS, INC.
McDonald Investment Center
800 Superior Avenue
Cleveland, Ohio 44114-2603
February 4, 1998
National City Bank
Corporate Trust Administration
1900 East Ninth Street
Cleveland, Ohio 44114
Attention: Corporate Trust Administration
Re: Amendment No. 1 to Rights Agreement
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Ladies and Gentlemen:
Pursuant to Section 27 of the Rights Agreement, dated as of November 1,
1995 (the "Rights Agreement"), by and between McDonald & Company Investments,
Inc. (the "Company") and National City Bank, as rights agent, the Company, by
resolution adopted by its Board of Directors, hereby amends the Rights Agreement
as follows:
1. Section 7(b) of the Rights Agreement is hereby amended to
read in its entirety as follows:
"(b) The Purchase Price for each one one-hundredth of a
Preferred Share purchasable pursuant to the exercise of a
Right shall initially be $95.00, and shall be subject to
adjustment from time to time as provided in Section 11 or 13
hereof and shall be payable in lawful money of the United
States of America in accordance with paragraph (c) below."
2. The Rights Agreement shall not otherwise be supplemented or
amended by virtue of this Amendment, but shall remain in full force and effect.
3. Capitalized terms used without other definition in this
Amendment No. 1 to the Rights Agreement shall be used as defined in the Rights
Agreement.
4. This Amendment No. 1 to the Rights Agreement shall be
deemed to be a contract made under the laws of the State of Delaware and for all
purposes shall be governed by and construed in accordance with the laws of the
State of Delaware applicable to contracts to be made and performed entirely
within the State of Delaware.
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National City Bank
February 4, 1998
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5. This Amendment No. 1 to the Rights 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.
6. This Amendment No. 1 to the Rights Agreement shall be
effective as of the Close of Business on February 4, 1998, as if executed on
such date, and all references to the Rights Agreement shall, from and after such
time, be deemed to be references to the Rights Agreement as amended hereby.
7. Exhibits B and C to the Rights Agreement shall be amended
in a manner consistent with this Amendment No. 1 to the Rights Agreement.
Sincerely,
McDONALD & COMPANY INVESTMENTS, INC.
By: /s/ Robert T. Clutterbuck
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Robert T. Clutterbuck
Treasurer
Accepted and agreed to as of the
effective time specified above:
NATIONAL CITY BANK
By: /s/ David B. Davis
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Name: David B. Davis
Title: Vice President
