SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
AMENDMENT NO. 1
TO
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
TRANSPORT CORPORATION OF AMERICA, INC.
(Exact name of registrant as specified in its charter)
Minnesota 41-1386925
(State of incorporation or organization) (I.R.S. Employer Identification No.)
1769 Yankee Doodle Road
Eagan, Minnesota 55121
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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
None None
Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Stock Purchase Rights
(Title of Class)
Item 1. Description of Securities to be Registered.
On February 25, 1997, the Board of Directors of Transport Corporation
of America, Inc. (the "Company") declared a dividend of one Right for each
outstanding share of the Company's Common Stock, $.01 par value (the "Common
Stock"), to the stockholders of record at the close of business on March 21,
1997 (the "Record Date"). Except as set forth below, each Right entitles the
registered holder to purchase from the Company one two-hundredth (1/200) of a
share of Series A Junior Participating Preferred Stock, $.01 par value (the
"Preferred Stock"), at a price of $60 per one two-hundredth of a share (the
"Purchase Price"). The description and terms of the Rights are set forth in a
Rights Agreement dated as of February 25, 1997 (the "Rights Agreement") between
the Company and Norwest Bank Minnesota, N.A., as Rights Agent.
Initially, the Rights will be attached implicitly to all Common Stock
certificates representing shares then outstanding, and no separate Right
certificates will be distributed. The Rights are not exercisable until the
Distribution Date. The Rights will expire on February 25, 2007 unless earlier
redeemed by the Company as described below. A Distribution Date for the Rights
will occur upon the earlier of ten days following (i) a public announcement
that, without the prior consent of the Board of Directors, a person or group of
affiliated or associated persons (an "Acquiring Person") has acquired, or
obtained the right to acquire, beneficial ownership of voting securities having
15% or more of the voting power of the Company (the "Stock Acquisition Date"),
or (ii) the commencement of (or a public announcement of an intention to make) a
tender offer or exchange offer which would result in any person or group and
related persons having beneficial ownership of voting securities having 15% or
more of the voting power of the Company.
Until the Distribution Date, the Rights will be transferred with and
only with Common Stock certificates. From as soon as practicable after the
Record Date and until the Distribution Date (or earlier redemption or expiration
of the Rights), new Common Stock certificates issued after the Record Date upon
transfer or new issuance of the Common Stock will contain a notation
incorporating the Rights Agreement by reference. Until the Distribution Date (or
earlier redemption or expiration of the Rights), the surrender for transfer of
any certificates for Common Stock outstanding as of the Record Date will also
constitute the transfer of the Rights associated with the Common Stock
represented by such certificate. As soon as practicable following the
Distribution Date, separate certificates evidencing the Rights ("Rights
Certificates") will be mailed to holders of record of the Common Stock as of the
close of business on the Distribution Date, and the separate Rights Certificates
alone will evidence the Rights.
In the event that any person becomes the beneficial owner of 15% or
more of the voting power of the Company, ten (10) days thereafter (the "Flip-In
Event") each holder of a Right will thereafter have the right to receive, in
lieu of shares of Preferred Stock, upon exercise thereof at the then current
Purchase Price of the Right, Common Stock (or, in certain circumstances, a
combination of cash, other property, Common Stock or other securities) which has
a value of two times the Purchase Price of the Right (such right being called
the "Flip-In Right"). Upon the occurrence of the Flip-In Event, any Rights that
are or were at any time owned by an Acquiring Person shall become null and void
insofar as they relate to the Flip-In Right.
In addition, in the event that the Company is acquired in a merger or
other business combination transaction where the Company is not the surviving
corporation or in the event that 50% or more of its assets or earning power is
sold, proper provision shall be made so that each holder of a Right will
thereafter have the right to receive, upon the exercise thereof at the then
current Purchase Price of the Right, common stock of the acquiring entity which
has a value of two times the Purchase Price of the Right (the "Flip-Over
Right"). The Flip-Over Right is in addition to the Flip-In Right and will
survive any exercise of a Flip-In Right.
The Purchase Price payable, and the number of shares 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) upon the grant to holders of the Preferred Stock of
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).
At any time after the acquisition by a person or group of affiliated or
associated persons of beneficial ownership of 15% or more of the voting power of
the Company and prior to the acquisition by such person or group of 50% or more
of the voting power of the Company, the Board of Directors of the Company may
exchange the Rights (other than Rights owned by such person or group which have
become void), in whole or in part, at an exchange ratio of one share of Common
Stock, or one two-hundredth of a share of Preferred Stock (or of a share of a
class or series of the Company's preferred stock having equivalent rights,
preferences and privileges), per Right (subject to adjustment).
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
the Purchase Price. No fractions of shares 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.
At any time prior to the earlier to occur of (i) the tenth day after
the Stock Acquisition Date, or (ii) the expiration of the Rights, the Company
may redeem the Rights in whole, but not in part, at a price of $.001 per Right
(the "Redemption Price"), which redemption shall be effective at such time as
the Board of Directors shall establish. Additionally, the Continuing Directors
may, following the Stock Acquisition Date, redeem the then outstanding Rights in
whole, but not in part, at the Redemption Price provided that either (a) the
Acquiring Person reduces his beneficial ownership to less than 15% of the voting
power of the Company in a manner which is satisfactory to the Continuing
Directors and there are no other Acquiring Persons, or (b) such redemption is
incidental to a merger or other business combination transaction or series of
transactions involving the Company but not involving an Acquiring Person or any
person who was an Acquiring Person. The redemption of Rights described in the
preceding sentence shall be effective only after ten (10) business days prior
notice. Upon the effective date of the redemption of the Rights, the right to
exercise the Rights will terminate and the only right of the holders of Rights
will be to receive the Redemption Price.
The Preferred Stock purchasable upon exercise of the Rights will be
nonredeemable. Each share of Preferred Stock will have a preferential quarterly
dividend in an amount equal to 200 times the dividend declared on each share of
Common Stock. In the event of liquidation, the holders of Preferred Stock will
receive a preferred liquidation payment of $100 per whole share of Preferred
Stock. Each whole share of Preferred Stock will have 200 votes, voting together
with the Common Stock. In the event of any merger, consolidation or other
transaction in which Common Stock are exchanged, each share of Preferred Stock
will be entitled to receive 200 times the amount and type of consideration
received per share of Common Stock. The rights of the Preferred Stock as to
dividends and liquidations, and in the event of mergers and consolidations, are
protected by customary anti-dilution provisions. Fractional shares of Preferred
Stock in integral multiples of one two-hundredth of a share of Preferred Stock
will be issued unless the Company elects to distribute depositary receipts in
lieu of such fractional shares. In lieu of fractional shares other than
fractions that are multiples of one two-hundredth of a share, an adjustment in
cash will be made based on the market prices of the Preferred Stock on the last
trading date prior to the date of exercise.
Until a Right is exercised, it will not entitle the holder to any
rights as a stockholder of the Company (other than those as an existing
stockholder), including, without limitation, the right to vote or to receive
dividends.
The terms of the Rights may be amended by the Board of Directors of the
Company (i) prior to the Distribution Date in any manner, and (ii) on or after
the Distribution Date to cure any ambiguity, to correct or supplement any
provision of the Rights Agreement which may be defective or inconsistent with
any other provisions, or in any manner not adversely affecting the interests of
the holders of the Rights.
As of February 25, 1997, there were 6,470,483 shares of Common Stock
issued and outstanding and 432,812 shares reserved for issuance pursuant to the
exercise of outstanding stock options and warrants. Each outstanding share of
Common Stock on March 21, 1997 will receive one Right. As long as the Rights are
attached to the Common Stock, the Company will issue one Right for each share of
Common Stock issued between the Record Date and the Distribution Date so that
all such shares will have attached Rights. There will be 75,000 shares of
Preferred Stock reserved for issuance upon exercise of the Rights.
The Rights Agreement is designed to protect shareholders in the event
of an unsolicited attempt to acquire the Company for an inadequate price and to
protect against abusive practices that do not treat all shareholders equally,
including partial and two-tier tender offers, coercive offers, and creeping
stock accumulation programs. Such practices can pressure shareholders into
tendering their investments prior to realizing the full value or total potential
of such investments. The Rights Agreement is intended to make the cost of such
abusive practices prohibitive and create an incentive for a potential acquiror
to negotiate in good faith with the Board. The Rights Agreement is not intended
to, and will not, prevent all unsolicited offers to acquire the Company. If an
unsolicited offer is made, and the Board determines that it is fair and in the
best interests of the Company and its shareholders, then, pursuant to the terms
of the Rights Agreement, the Board has the authority to redeem the Rights and
permit the offer to proceed. Essentially, the Rights Agreement will provide the
Board with sufficient opportunity to evaluate the fairness of any unsolicited
offer and the credibility of the bidder, and will therefore enable the Board to
represent the interests of all shareholders more effectively. Of course, in
deciding whether to redeem the Rights in connection with any unsolicited offer,
the Board will be bound by its fiduciary obligations to act in the best
interests of the Company and its shareholders.
The form of Rights Agreement between the Company and the Rights Agent
specifying the terms of the Rights, which includes as Exhibit B the form of
Rights Certificate, is attached hereto as Exhibit 1 and is incorporated herein
by reference. The foregoing description of the Rights does not purport to be
complete and is qualified in its entirety by reference to such Exhibit.
Item 2. Exhibits.
* Exhibit 1:
Form of Rights Agreement dated as of February 25, 1997 between
Transport Corporation of America, Inc. and Norwest Bank Minnesota,
National Association, which includes as Exhibit B thereto the form of
Rights Certificate. Pursuant to the Rights Agreement, Rights
Certificates will not be mailed until after the earlier of (i) the
tenth day after the Stock Acquisition Date, or (ii) the tenth day after
the date of the commencement of, or first public announcement of the
intent to commence, a tender or exchange offer by any person or group
of affiliated or associated persons if, upon consummation thereof, such
person or group would be the beneficial owner of 15% or more of the
voting power of the Company.
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*Previously filed.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this Amendment No. 1 to be signed on
its behalf by the undersigned, thereto duly authorized.
TRANSPORT CORPORATION OF AMERICA, INC.
By /s/ James B. Aronson
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James B. Aronson, Chief Executive Officer
Dated: March 5, 1997
