SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or 12(g) of the
Securities Exchange Act of 1934
GAINSCO, INC.
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(Exact Name of Registrant as Specified in its Charter)
500 Commerce Street
Fort Worth, TX 76102-5439 75-1617103
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(Address of Principal Executive Offices) (I.R.S. Employer
Identification No.)
If this Form relates to the If this Form relates to the
registration of a class of debt registration of a class of debt
securities and is effective upon securities and is to become
filing pursuant to General effective simultaneously with
Instruction A(c)(l) please the effectiveness of a concurrent
check the following box. [ ] 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 as to be Registered
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Common Share Purchase New York Stock Exchange
Rights
Securities to be registered pursuant to Section 12(g) of the Act:
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(Title of Class)
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(Title of Class)
Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The securities of GAINSCO, INC. (the "Company") to be registered
on the New York Stock Exchange (the "Exchange") consist of Common
Share Purchase Rights (the "Rights").
On March 3, 1988, the Board of Directors of the Company declared
a dividend distribution of one Right for each outstanding share of
Common Stock, par value $.10 per share (the "Common Stock") of the
Company outstanding at the close of business on March 18, 1988, and
provided for the attachment of such a Right to each new share of
Common Stock issued thereafter. The terms and provisions under which
the Rights are granted were set forth in a Rights Agreement dated as
of March 3, 1988, between the Company and the Rights Agent, which was
the Company's registrar and transfer agent at that time. The Rights
Agreement was subsequently amended on March 5, 1990, May 25, 1993, and
September 30, 1994. The most recent amendment resulted in the
appointment of Continental Stock Transfer & Trust Company, the
Company's current registrar and transfer agent, as Rights Agent. The
terms and provisions of the Rights Agreement as set forth below
reflect the terms and provisions of the Rights Agreement as amended by
the three amendments to it.
Each Right entitles the registered holder to purchase from the
Company one share of Common Stock at the price of $54.85 (the
"Exercise Price"), subject to adjustment to prevent dilution.
Initially, the Rights attached to all Common Stock certificates
representing outstanding shares. No separate Right Certificates have
been or will be distributed. The Rights will separate from the Common
Stock and a Distribution Date for the Rights will occur upon the
earlier of:
(i) the close of business on the tenth day
following a public announcement that a
person or group of affiliated or associated
persons (an "Acquiring Person") has
acquired beneficial ownership of 20% or
more of the outstanding shares of Common
Stock or
(ii) the close of business on the tenth day
following the commencement of a tender
offer or exchange offer that would result
in a person or group beneficially owning
20% or more of the outstanding shares of
Common Stock.
Until the Distribution Date (or the earlier
redemption or expiration of the Rights):
(i) the Rights will be evidenced by the Common
Stock certificates and will be transferred
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with and only with the Common Stock
certificates,
(ii) new Common Stock certificates issued upon
transfer or new issuance of Common Stock
will contain a notation incorporating the
Rights Agreement by reference, and
(iii) the transfer of any certificate for Common
Stock will also constitute the transfer of
the Rights associated with the Common Stock
represented by such certificate.
As promptly as practicable following the Distribution Date, Right
Certificates will be mailed to holders of record of the Common Stock
as of the close of business on the Distribution Date, and as of and
after the Distribution Date such separate Right Certificates alone
will evidence the Rights.
The Rights are not exercisable until the Distribution Date. The
Rights will expire on May 25, 2003, unless earlier redeemed by the
Company as described below or extended under circumstances provided in
the Rights Agreement.
The Exercise Price payable, and the number of shares of Common
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 Common Stock,
(ii) if holders of the Common Stock are granted
certain rights or warrants to subscribe at
less than the then current market price of
the Common Stock, or
(iii) upon the distribution to holders of the
Common Stock of evidences of indebtedness
or assets (excluding regular periodic cash
dividends out of earnings or retained
earnings) or of subscription rights or
warrants other than those described in
clause (ii) hereof.
With certain exceptions, no adjustment in the Exercise Price will
be required until cumulative adjustments require an adjustment of at
least 1% in the Exercise Price. The Company may, in lieu of
fractional shares, pay a registered holder of Rights an amount in cash
based on the closing price (pro-rated for the fraction) of the Common
Stock on the last trading date prior to the date of exercise.
The Rights Agreement provides that if any person acquires 20
percent or more of the Company's Common Stock, if a 20 percent holder
engages in certain self-dealing transactions or if a holder of 15
percent or more of the Company's Common Stock is declared an "Adverse
Person" by the Company's Board of Directors, the Agreement's so-called
"flip-in" feature will be triggered
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and each holder of a Right, other than the holder of 20 percent or more
of the Company's Common Stock or the "Adverse Person," will be entitled
to purchase, at the then current exercise Price of the Rights, Common
Stock of the Company having a value of twice the Exercise Price of the
Rights.
In addition, the Rights Agreement excludes from the 20 percent
ownership "Flip-in" trigger the acquisition of shares pursuant to an
offer for all outstanding Common Stock which is at a price and on
terms that the Company's Board of Directors determines to be in the
best interests of the Company and its shareholders.
In the event that, following a public announcement that a person
or group of affiliates or associated persons has acquired beneficial
ownership of 20% or more of the outstanding shares of Common Stock,
the Company is acquired in a merger or other business combination
transaction (other than a merger described in the immediately
preceding paragraph) or more than 50% of the assets or earning power
of the Company and its Subsidiaries (taken as a whole) are sold, each
holder of a Right shall thereafter, upon the exercise thereof, have
the right to receive at the then current exercise price of the Right
that number of shares of common stock of the acquiring company (or, in
certain cases, one of its Affiliates) which at the time of such
transaction has a market price of two times the exercise price of the
Right.
Under certain circumstances set forth in the Rights Agreement,
the decision to redeem requires the concurrence of a majority of the
Continuing Directors. A "Continuing Director" is a member of the
Board who was a member of the Board on March 3, 1988, and a person who
subsequently became a member of the Board if such person's initial
nomination for election or initial election to the Board is
recommended or approved by a majority of the Continuing Directors.
Continuing Directors do not include an Acquiring Person, or any
Affiliate or Associate of an Acquiring Person, or any representative
of the foregoing persons.
Immediately upon the action of the Board redeeming the Rights
(with, where required, the concurrence of a majority of the Continuing
Directors), the Rights will terminate and thereafter the only right of
the holders of Rights will be to receive the redemption price.
After the redemption period has expired, the right to redeem may
be reinstated if, subject to certain exceptions set forth in the
Rights Agreement, an Acquiring Person and its Affiliates and
Associates reduce their aggregate beneficial ownership interest to 10%
or less of the then outstanding shares of Common Stock. In addition,
the Board of Directors may redeem the Rights if such redemption is
incidental to a merger or other business combination not involving an
Acquiring Person.
The Board, the Continuing Directors and the Company shall not
have any liability to any person as a result of the redemption of the
Rights.
The exercisability of the Rights may be suspended under certain
circumstances described in the Rights Agreement.
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Until a Right is exercised, the holder thereof, as such, will
have no rights as a stockholder of the Company, including, without
limitation, rights to vote or to receive dividends.
The provisions of the Rights Agreement, including provisions
extending the redemption period and otherwise relating to any time
period set forth therein, may be amended by the Board (in certain
circumstances only with the concurrence of the Continuing Directors),
but following the Distribution Date no amendment, other than an
amendment extending the period for redemption, may adversely affect
the interests of holders of Right Certificates.
This Summary does not purport to be complete and is qualified in
its entirety by reference to the Rights Agreement and the three
amendments to it which are Exhibits to this Registration Statement and
are incorporated in this summary description by reference.
Item 2. EXHIBITS.
(a) Documents filed as exhibits to this registration statement:
1. Rights Agreement between GAINSCO, INC.
and Texas American Bank/Fort Worth,
N.A., Rights Agent, dated as of March
3, 1988. (Incorporated by reference
to Exhibit 4.2 of Registrant's Form
10-K Reort for its fiscal year ended
December 31, 1988.)
2. Amendment No. 1 to Rights Agreement
between GAINSCO, INC. and Team Bank,
Rights Agent, dated as of March 5,
1990. (Incorporated by reference
to Exhibit 4.3 of Registrant's Form
10-K Report for its fiscal year
ended December 31, 1991.)
3. Amendment No. 2 to Rights Agreement
between GAINSCO, INC. and Society
National Bank, Rights Agent, dated as
of May 25, 1993. (Incorporated by
reference to Exhibit 4.4 of
Registrant's Form 10-K Report for
its fiscal year ended December 31,
1993.)
4. Appointment and Amendment No. 3 to
Rights Agreement among GAINSCO, INC.,
Society Shareholders Services, Inc.,
and Continental Stock Transfer & Trust
Company dated September 30, 1994.
(Incorporated by reference to Exhibit
10.28 of Registrant's Form 10-K
Report for its fiscal year ended
December 31, 1994.)
(b) All exhibits required by Instruction II to Item 2
will be supplied to the Exchange.
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SIGNATURES
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.
GAINSCO, INC.
Date By /s/ J. D. Macchia
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J. D. Macchia,
President and Chief
Executive Officer
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