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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACTION OF 1934
ARMCO INC.
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(Exact name of registrant as specified in its charter)
Ohio 31-0200500
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(State of incorporation or organization) (I.R.S. Employer
Identification No.)
One Oxford Centre, 301 Grant Street, Pittsburgh, Pennsylvania 15219-1415
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(Address of principal executive office) (Zip Code)
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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Preferred Stock Purchase Rights New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
Item 1. Description of Registrant's Securities to be Registered.
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On February 23, 1996, the Board of Directors of Armco Inc. (the
"Company") declared a dividend distribution of one Right for each
outstanding share of Company Common Stock to stockholders of record at the
close of business on June 26, 1996. One Right will also be distributed for
each share of Common Stock issued after June 26, 1996, until the
Distribution Date (which is described in the next paragraph). Each Right
entitles the registered holder to purchase from the Company a unit
consisting of one two-hundredths of a share (a "Unit") of Class A Preferred
Stock, designated as Participating Preferred Stock (the "Preferred Stock"),
at a Purchase Price of $20.00 per Unit, subject to adjustment. The
description and terms of the Rights are set forth in a Rights Agreement
dated as of February 23, 1996 (the "Rights Agreement") between the Company
and Fifth Third Bank, as Rights Agent.
Initially, the Rights will be attached to all Common Stock
certificates representing shares then outstanding, and no separate Rights
Certificates will be distributed. The Rights will separate from the Common
Stock and a Distribution Date will occur upon the earliest of (i) 10
business days following a public announcement that a person or group of
affiliated or associated persons (an "Acquiring Person") has acquired, or
obtained the right to acquire, beneficial ownership of 20% or more of the
outstanding shares of Common Stock (the "Stock Acquisition Date"), (ii) 10
business days following the commencement of a tender offer or exchange
offer that would if consummated result in a person or group beneficially
owning 20% or more of such outstanding shares of Common Stock or (iii) 10
business days after the Board of Directors of the Company shall declare any
Person to be an "Adverse Person," upon a determination that such person,
alone or together with its affiliates and associates, has or will become
the Beneficial Owner of 10% or more of the outstanding shares of Common
Stock (provided that any such determination shall not be effective until
such Person has become the Beneficial Owner of 10% or more of the
outstanding shares of Common Stock) and a determination by at least a
majority of the "Continuing Directors" (who generally are those directors
who were directors of the Company on February 23, 1996 or who subsequently
became directors and whose elections or nominations were approved by a
majority of Continuing Directors), including consultation with such persons
as such directors shall deem appropriate, that (a) such beneficial
ownership by such person is intended to cause, is reasonably likely to
cause or will cause the Company to repurchase the Common Stock beneficially
owned by such person or to cause pressure on the Company to take action or
enter into a transaction or series of transactions intended to provide such
person with short-term financial gain under circumstances where the Board
of Directors determines that the best long-term interests of the Company
and its stockholders would not be served by taking such action or entering
into such transactions or series of transactions at that time or (b) such
beneficial ownership is causing or is reasonably likely to cause a material
adverse impact (including, but not limited to, impairment of relationships
with customers or impairment of the Company's ability to maintain its
competitive position) on the business or prospects of the Company or
(c) such beneficial ownership otherwise is determined to be not in the best
interests of the Company and its stockholders, employees, customers and
communities in which the Company and its subsidiaries do business.
However, the Board of Directors may not declare a person to be an
Adverse Person if, prior to the time that the person acquired 10% or more
of the shares of Common Stock then outstanding, such person provided to the
Board of Directors in writing a statement of the person's purpose and
intentions in connection with the proposed acquisition of Common Stock,
together with any other information reasonably requested of the person by
the Board of Directors, and the Board of Directors, based on such statement
and reasonable inquiry and investigation as it deems appropriate,
determines to notify and notifies such person in writing that it will not
declare the person to be an Adverse Person; provided, however, that the
Board
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of Directors may expressly condition in any manner a determination not to
declare a person an Adverse Person on such conditions as the Board of
Directors may select, including, without limitation, such person's not
acquiring more than a specified amount of stock and/or on such person's not
taking actions inconsistent with the purposes and intentions disclosed by
such person in the statement provided to the Board of Directors. In the
event that the Board of Directors should at any time determine, upon
reasonable inquiry and investigation, that such person has not met or
complied with any conditions specified by the Board of Directors, the Board
of Directors may at any time thereafter declare the person to be an Adverse
Person.
Until the Distribution Date (i) the Rights will be evidenced by the
Common Stock certificates and will be transferred with and only with such
Common Stock certificates, (ii) new Common Stock certificates issued after
June 26, 1996 will contain a notation incorporating the Rights Agreement by
reference and (iii) the surrender for transfer of any certificates for
Common Stock outstanding will also constitute the transfer of the Rights
associated with the Common Stock represented by such certificate.
The Rights are not exercisable until the Distribution Date and will
expire at the close of business on June 26, 2006, unless earlier redeemed
by the Company as described below.
As soon as practicable after the Distribution Date, Rights
Certificates will be mailed to holders of record of the Common Stock as of
the close of business on the Distribution Date and, thereafter, the
separate Rights Certificates alone will represent the Rights. Except for
certain issuances in connection with outstanding options and convertible
securities and as otherwise determined by the Board of Directors, only
shares of Common Stock issued prior to the Distribution Date will be issued
with Rights.
In the event that the Board of Directors determines that a person is
an Adverse Person or, at any time following the Distribution Date, a person
becomes the beneficial owner of 25% or more of the then-outstanding shares
of Common Stock, each holder of a Right will thereafter have the right to
receive at the time specified in the Rights Agreement, (x) upon exercise
and payment of the exercise price, Common Stock (or, in certain
circumstances, cash, property or other securities of the Company) having a
value equal to two times the exercise price of the Right or (y) at the
discretion of the Board of Directors, upon exercise and without payment of
the exercise price, Common Stock (or, in certain circumstances, cash,
property or other securities of the Company) having a value equal to the
difference between the exercise price of the Right and the value of the
consideration which would be payable under clause (x). Notwithstanding any
of the foregoing, following the occurrence of any of the events set forth
in this paragraph, all Rights that are, or (under certain circumstances
specified in the Rights Agreement) were, beneficially owned by any
Acquiring Person or Adverse Person will be null and void. However, Rights
are not exercisable following the occurrence of either of the events set
forth above until such time as the Rights are no longer redeemable by the
Company as set forth below.
For example, at an exercise price of $20.00 per Right, each Right not
owned by an Acquiring Person or an Adverse Person (or by certain related
parties) following an event set forth in the preceding paragraph would
entitle its holder to purchase $40.00 worth of Common Stock (or other
consideration, as noted above) for $20.00. Assuming that the Common Stock
had a per share value of $10.00 at such time, the holder of each valid
Right would be entitled to purchase four shares of Common Stock for $20.00.
Alternatively, at the discretion of the Board of Directors, each Right
following an event set forth in the preceding paragraph, without payment of
the exercise price, would entitle its holder to Common Stock (or other
consideration, as noted above) worth $20.00.
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In the event that, at any time following the Stock Acquisition Date,
(i) the Company is acquired in a merger or other business combination
transaction in which the Company is not the surviving corporation, or (ii)
50% or more of the Company's assets or earning power is sold or
transferred, each holder of a Right (except Rights which previously have
been voided as set forth above) shall thereafter have the right to receive,
upon exercise, common stock of the acquiring company having a value equal
to two times the exercise price of the Right. The events set forth in this
paragraph and in the second preceding paragraph are referred to as the
"Triggering Events."
The Purchase Price payable, and the number of Units of Preferred Stock
or other securities or property issuable, upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution (i) in the
event of a stock dividend on, or a subdivision, combination or
reclassification of, the Preferred Stock, (ii) if holders of the Preferred
Stock are granted certain rights or warrants to subscribe for Preferred
Stock or convertible securities at less than the current market price of
the Preferred Stock, or (iii) upon the distribution to holders of the
Preferred Stock of evidences of indebtedness or assets (excluding regular
quarterly cash dividends) or of subscription rights or warrants (other than
those referred to above).
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments amount to at least 1% of the Purchase
Price. No fractional Units will be issued and, in lieu thereof, an
adjustment in cash will be made based on the market price of the Preferred
Stock on the last trading date prior to the date of exercise.
In general, the Company may redeem the Rights in whole, but not in
part, at a price of $0.0025 per Right, at any time until 10 business days
following the Stock Acquisition Date; provided, however, that with certain
exceptions the Company shall be so entitled to redeem the Rights only if
the Board of Directors then consists of a majority of Continuing Directors.
Moreover, redemption would not be permitted after 10 business days
following the effective date of any declaration by the Board of Directors
that any person is an Adverse Person. After the redemption period has
expired, the Company's right of redemption may be reinstated if an
Acquiring Person or Adverse Person reduces his beneficial ownership to less
than 10% of the outstanding shares of Common Stock in a transaction or
series of transactions not involving the Company and there are no other
Acquiring Persons or Adverse Persons. Immediately upon the action of the
Board of Directors ordering redemption of the Rights, the Rights will
terminate and the only right of the holders of Rights will be to receive
the $0.0025 redemption price.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the
right to vote or to receive dividends. While the distribution of the
Rights will not be taxable to stockholders or to the Company, stockholders
may, depending upon the circumstances, recognize taxable income in the
event that the Rights become exercisable for stock (or other consideration)
of the Company or for common stock of the acquiring company as set forth
above.
Other than those provisions relating to the principal economic terms
of the Rights, any of the provisions of the Rights Agreement may be amended
by the Board of Directors of the Company prior to the Distribution Date.
After the Distribution Date, the provisions of the Rights Agreement may be
amended by the Board in order to cure any ambiguity, to make changes which
do not adversely affect the interests of holders of Rights (excluding the
interests of any Acquiring Person or Adverse Person), or to shorten or
lengthen any time period under the Rights Agreement; provided, however,
that no amendment to adjust the time period governing redemption shall be
made when the Rights are not redeemable; and provided further, that any
amendment to the redemption provision shall be effective only if the Board
of Directors consists of a majority of Continuing Directors.
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The form of Rights Agreement between the Company and the Rights Agent
specifying the terms of the Rights, which includes as Exhibit A the form of
Rights Certificate, was filed with the Securities and Exchange Commission
as Exhibit 10(p) to Form 10-K for the fiscal year ended December 31, 1995.
The foregoing description of the Rights does not purport to be complete and
is qualified in its entirety by reference to the Rights Agreement, which is
incorporated herein by reference.
Item 2. Exhibits.
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Form of Rights Agreement dated as of February 23, 1996, between Armco
Inc. and Fifth Third Bank, Rights Agent, which includes as Exhibit A
thereto the Form of the Rights Certificate was previously filed by Armco as
Exhibit 10(p) to the Form 10-K for the fiscal year ended December 31, 1995.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities and
Exchange Act of 1934, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereto duly
authorized.
ARMCO INC.
By: /s/ Gary R. Hildreth
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Name: Gary R. Hildreth
Title: Vice President
Dated: June 13, 1996
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