SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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
Maverick Tube Corporation
(Exact Name of Registrant as Specified in Its Charter)
Delaware 43-1455766
(State of Incorporation (I.R.S. Employer Identification No.)
or Organization)
16401 Swingley Ridge Road, Suite 700
Chesterfield, Missouri 63017
(Address of Principal Executive Offices) (Zip Code)
If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c), check the following box. |X|
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d), check the following box. |_|
Securities Act registration statement file number to which this form
relates: 333-42144 (if applicable).
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
------------------- ------------------------------
Common Stock, par value $.01 per share New York Stock Exchange
Series I Junior Participating Preferred Stock New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
Not Applicable
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Item 1. Description of Registrant's Securities to be Registered
Common Stock:
Each share of common stock, $0.01 par value per share (the "Common
Stock"), has one vote on all matters to be voted upon by the stockholders of
Maverick Tube Corporation (the "Company"). No share of the Company's Common
Stock affords any cumulative voting or preemptive rights or is convertible,
redeemable, assessable or entitled to the benefits of any sinking or repurchase
fund. Holders of the Company's Common Stock will be entitled to dividends in
such amounts and at such times as the Company's Board of Directors, in its
discretion, may declare out of funds legally available for the payment of
dividends. In the event of the Company's liquidation, dissolution or winding up,
the holders of the Company's Common Stock are entitled to share ratably in all
of the Company's preferred stock, if any, then outstanding.
Series I Junior Participating Preferred Stock:
On July 24, 1998, the Board of Directors of the Company declared a
dividend distribution of one Preferred Stock Purchase Right (the "Right") for
each outstanding share of Common Stock of the Company (other than shares held in
the Company's treasury). The dividend distribution was paid to the stockholders
of record at the close of business on August 3, 1998 (the "Record Time"). As of
September 22, 2000 and in connection with the combination of its business with
the business of Prudential Steel Ltd., an Alberta corporation ("Prudential"),
pursuant to the Combination Agreement dated effective as of June 11, 2000
between the Company and Prudential, the Company undertook to distribute at a
Separation Time (as defined below) to the then recordholders of exchangeable
shares (the "Exchangeable Shares") issued to the former shareholders of
Prudential by Maverick (Canada) Ltd., a wholly owned Canadian subsidiary of the
Company, one Right for each Exchangeable Share then held of record.
Except as set forth below, each Right, when exercisable, entitles the
registered holder to purchase from the Company one one-hundredth of a share of a
new series of preferred stock, designated as Series I Junior Participating
Preferred Stock (the "Preferred Stock"), at a purchase price of $50.00 (the
"Exercise Price"), subject to adjustment. The description and terms of the
Rights are set forth in an Amended and Restated Shareholder Rights Agreement
(the "Rights Agreement") between the Company and Harris Trust and Savings 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 will be
distributed to the then recordholders of the Exchangeable Shares, upon the
earlier to occur of the following ("Separation Time"): (i) the day that a public
announcement is made 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,
or (ii) the tenth day following the commencement of a tender offer or exchange
offer that would result in a person or a group becoming the beneficial owners of
20% or more of such outstanding shares of Common Stock. Until the Separation
Time, (i) the Rights will be evidenced, with respect to any of the Company's
Common Stock certificates outstanding as of and after the Record Time (other
than shares held in the Company's treasury), by such Common Stock certificates
and will be transferred with and only with such Common Stock certificates, (ii)
new Common Stock certificates issued after the record date declared for payment
of the Rights will contain a notation incorporating the Rights Agreement by
reference, and (iii) the surrender for transfer of any certificates for Common
Stock outstanding as of and after the Record Time will also constitute the
transfer of the Rights associated with the Common Stock represented by such
certificate.
The Rights are not exercisable until the Separation Time. The Rights
will expire at the close of business on July 23, 2008, unless earlier redeemed
or exchanged by the Company, as described below.
As soon as practicable following the Separation Time, separate
certificates evidencing the Rights ("Rights Certificates") will be mailed to
holders of record of the Common Stock as of the close of business at the
Separation Time (except for any persons whose Rights have become void pursuant
to the Rights Agreement) and then and thereafter such separate Rights
Certificates alone will evidence the Rights. Except as otherwise determined by
the Board of Directors, only shares of Common Stock and Exchangeable Shares
issued prior to the Separation Time will be entitled to Rights.
The Exercise Price payable, and the number of one one-hundredths of a
share 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 or combination of, the
Common Stock, or (ii) upon the issuance or distribution to holders of Common
Stock of any other securities or assets under circumstances where such an
adjustment is appropriate in order to protect the interests of holders of Rights
generally. Upon exercise of Rights, no fractional shares of Preferred Stock,
other than one one-hundredths of such shares, will be issued and, in lieu
thereof, an adjustment in cash will be made based on a formula set forth in the
Rights Agreement.
In the event that any person shall become an Acquiring Person as
defined in the second paragraph of this summary (such event being referred to
herein as a "Flip-in Event"), each holder of a Right will thereafter have the
right to receive, upon exercise, in lieu of one one-hundredth of a share of
Preferred Stock, that number of shares of Common Stock (or, in certain
circumstances, cash, property, or other securities of the Company) having a
market value equal to two times the Exercise Price of the Right. 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 an Acquiring Person will be
null and void, including for purposes of any subsequent Exchange (as defined
below).
For example, at an exercise price of $50.00 per Right, each Right not
owned by an Acquiring Person (or by certain related parties) following a Flip-in
Event would entitle its holder to purchase $100.00 worth of Common Stock (or
other consideration, as noted above) for $50.00. Assuming that the Common Stock
had a per share value of $25.00 at the time of a Flip-in Event, the holder of
each valid Right would be entitled to purchase four shares of Common Stock for
$50.00.
If, following a 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 (in one transaction or a series of
transactions), or (iii) the Acquiring Person increases by more than 1% its
percentage beneficial ownership of the Common Stock or any other class of stock
of the Company or engages in certain self-dealing transactions with the Company
(each such event a "Flip-over Event"), each holder of a Right (except Rights
which previously have been voided as described in the second preceding
paragraph) shall thereafter have the right to receive, upon the exercise of the
Right and payment of the Exercise Price, common stock of the surviving or
purchasing company or of the Acquiring Person (or, in certain cases, one of its
affiliates) which at the time of such transaction has a market value equal to
two times the Exercise Price.
At any time after the occurrence of a Flip-In Event, the Company may
elect to effect a full or partial exchange (an "Exchange") of shares of its
Common Stock for Rights (other than Rights owned by an Acquiring Person which
have become void), at an initial exchange ratio of one share of Common Stock for
each Right owned, subject to adjustment. Alternatively, the Company may elect to
effect such an Exchange using shares of its Preferred Stock instead of Common
Stock, at an initial exchange ratio of one one-hundredth of a share of Preferred
Stock for each Right owned, subject to adjustment, or other securities of the
Company or assets having an equivalent value.
At any time prior to the earlier of an Acquisition Event or the
Expiration Time (as defined in the Rights Agreement), the Company may elect to
redeem the Rights in whole, but not in part, at a price of $.01 per Right
(payable in cash, Common Stock or other consideration deemed appropriate by the
Board of Directors). Immediately upon the action of the Board of Directors
electing to redeem the Rights, the Rights will terminate and the only right of
the holders of Rights will be to receive the $.01 redemption price.
The Preferred Stock purchasable upon exercise of the Rights or issuable
upon an Exchange will be nonredeemable and junior to any other series of
preferred stock the Company may issue (unless otherwise provided by law or in
the terms of such stock). Each share of Preferred Stock will have a preferential
quarterly dividend in an amount equal to the greater of $1.00 per share or 100
times any quarterly dividend for such quarter declared on each share of Common
Stock. In the event of liquidation, the holders of Preferred Stock will receive
a preferred liquidation payment equal to the greater of $100 or 100 times the
payment made per each share of Common Stock. Shares of Preferred Stock will have
100 votes on all matters submitted to a vote of the stockholders of the Company,
subject to adjustment. The rights of the Preferred Stock are protected by
customary anti-dilution provisions. Fractions of shares of Preferred Stock in
integral multiples of one one-hundredth of a share will be issuable; however,
the Company may elect to distribute depository receipts in lieu of such
fractions of shares. In lieu of fractional shares of Preferred Stock other than
integral multiples of one one-hundredth of a share, an adjustment in cash will
be made based on one hundred times the market price of the Common Stock on the
last trading date prior to the date of exercise.
Until a Right is exercised or exchanged, the holder thereof, as such,
will have no rights as a stockholder of the Company, including, without
limitation, the right 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 Common Stock (or other consideration) of the Company or for
common stock of an acquiring company as set forth above, or are exchanged as
provided above.
<PAGE>
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 Separation Time. After the
Separation Time, the provisions of the Rights Agreement may be amended by the
Board in order to cure any ambiguity or to make changes that do not adversely
affect the interests of holders of Rights generally.
As long as the Rights are attached to the Common Stock, the Company
will issue one Right with each new share of Common Stock so that all such shares
will have Rights attached.
Because the Rights could cause substantial dilution to a person or
group that acquires 20% or more of the Common Stock unless the Rights are first
redeemed by the Board of Directors of the Company, they do have certain
anti-takeover effects. Nevertheless, the Rights should not interfere with a
transaction that is in the best interests of the Company and its stockholders
prior to the Flip-in date, because the Rights can be redeemed before the
consummation of such transaction.
The Rights Agreement (which includes as Exhibit A the forms of Rights
Certificate and Election to Exercise) is attached hereto as an exhibit and is
incorporated herein by reference. The foregoing description of the Rights is
qualified in its entirety by reference to the Rights Agreement and such exhibits
thereto.
<PAGE>
Item 2. Exhibits
Exhibit No. Description
----------- -----------
(1) Amended and Restated Certificate of Incorporation of Maverick
Tube Corporation (filed as Exhibit 3.2 to Form S-1 (File No.
33-37363) and incorporated herein by reference).
(2) Certificate of Designations of Rights, Preferences and Privileges
of Series I Junior Participating Preferred Stock (filed as
Exhibit 3.2 to Form S-3 (File No. 333-87045) and incorporated
herein by reference).
(3) Certificate of Amendment of Amended and Restated Certificate of
Incorporation dated September 2, 1998 (filed as Exhibit 3.3 to
Form S-3 (File No. 333-87045) and incorporated herein by
reference).
(4) Amended and Restated Bylaws of Maverick Tube Corporation, as
amended (filed as Exhibit 3.2 to the Annual Report on Form 10-K
for the fiscal year ended September 30, 1998 and incorporated
herein by reference).
(5) Form of Amended and Restated Shareholder Rights Agreement, dated
as of September 22, 2000 between Maverick Tube Corporation and
Harris Trust and Savings Bank, which includes as Exhibit A
thereto the Form of Preferred Stock Rights Certificate (filed
herewith).
<PAGE>
SIGNATURE
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.
MAVERICK TUBE CORPORATION
By: /s/ Barry R. Pearl
-----------------------------------------
Barry R. Pearl, Vice President of Finance
(Principal Financial Officer)
Date: September 25, 2000
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
(1) Amended and Restated Certificate of Incorporation of Maverick
Tube Corporation (filed as Exhibit 3.2 to Form S-1 (File No.
33-37363) and incorporated herein by reference).
(2) Certificate of Designations of Rights, Preferences and Privileges
of Series I Junior Participating Preferred Stock (filed as
Exhibit 3.2 to Form S-3 (File No. 333-87045) and incorporated
herein by reference).
(3) Certificate of Amendment of Amended and Restated Certificate of
Incorporation dated September 2, 1998 (filed as Exhibit 3.3 to
Form S-3 (File No. 333-87045) and incorporated herein by
reference).
(4) Amended and Restated Bylaws of Maverick Tube Corporation, as
amended (filed as Exhibit 3.2 to the Annual Report on Form 10-K
for the fiscal year ended September 30, 1998 and incorporated
herein by reference).
(5) Form of Amended and Restated Shareholder Rights Agreement, dated
as of September 22, 2000, between Maverick Tube Corporation and
Harris Trust and Savings Bank, which includes as Exhibit A
thereto the Form of Preferred Stock Rights Certificate (filed
herewith).
