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AUGUST 22, 1996
COMMISSION FILE NUMBER: 0-15196
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
US FACILITIES CORPORATION
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(Exact name of Registrant as specified in its charter)
Delaware 33-0097221
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(State of Incorporation (IRS Employer
or Organization) Identification No.)
650 Town Center Drive, Suite 1600, Costa Mesa, CA 92626
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(Address of principal executive offices) (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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Common Stock Purchase Rights New York Stock Exchange
with respect to Common Stock,
par value $.01 per share
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
None
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(Title of Class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Common Stock Purchase Rights
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On May 24, 1990, the Registrant's Board of Directors authorized and
declared a dividend of one common stock purchase right (a "Right") for each
outstanding share of Common Stock. The dividend was paid on June 15, 1990
to the holders of record of Common Stock as of the close of business on
such date. The Board of Directors further authorized and directed the
issuance of one Right for each share of Common Stock issued by the
Registrant subsequent to June 15, 1990, but prior to the date of
distribution of the Rights (including the issuance of Common Stock pursuant
to the exercise of stock options, warrants or conversion rights). Until
actually distributed, the Rights are not exercisable. Until such time, they
are attached to and trade only together with the Common Stock, and the
stock certificates representing Common Stock also represent the Rights
attached to such Common Stock.
The Rights Agreement, which has been amended three times, currently
provides that in the event any person becomes the beneficial owner of 10%
or more of the outstanding shares of Common Stock, each Right (other than a
Right held by the 10% stockholder) will be exercisable, on and after the
close of business on the tenth business day following such event, and will
entitle the holder thereof to purchase shares of the Registrant's Common
Stock which have a market value equal to two times the then current
exercise price, which is presently $70 per share. The Rights Agreement
further provides that if, on or after the occurrence of such event, the
Registrant is consolidated with, or merged into, another corporation or
more than 50% of the assets or earning power of the Registrant and its
subsidiaries are sold or transferred, each Right (other than a Right held
by the 10% stockholder) will be exercisable to purchase common shares of
the surviving corporation which have a market value equal to two times the
then current exercise price.
The Rights expire on May 24, 2000, and are subject to redemption by a vote
of a majority, but not less than three, of the Registrant's independent
directors at $.001 per Right at any time prior to the first date upon which
they become exercisable to purchase Common Stock.
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The above summary description of the Registrant's Common Stock Purchase
Rights is qualified in its entirety by reference to the following filings
with the Commission, each of which is hereby incorporated in this Form 8-A
by this reference:
1. Rights Agreement filed as Exhibit 2 to the Registrant's Current Report
on Form 8-K dated May 24, 1990.
2. First Amendment to Rights Agreement filed as Exhibit 1 to the
Registrant's Current Report on Form 8-K dated January 16, 1992.
3. Second Amendment to Rights Agreement filed as Exhibit 10.1 to the
Registrant's Current Report on Form 8-K dated April 29, 1994.
4. Third Amendment to Rights Agreement filed as Exhibit 4 to the
Registrant's Current Report on Form 8-K dated September 28, 1995.
ITEM 2. EXHIBITS.
All exhibits required by Instruction II to Item 2 of Form 8-A have been
supplied to the New York Stock 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 on Form 8-A to
be signed on its behalf by the undersigned, thereunto duly authorized.
US FACILITIES CORPORATION
/s/ David L. Cargile
Date: August 22, 1996 By ________________________________
David L. Cargile,
Chairman of the Board, President
and Chief Executive Officer
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