FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Ag Services of America, Inc.
(Exact name of registrant as specified in its charter)
Iowa 42-1264455
(State of incorporation of organization) (I.R.S. Employer
Identification No.)
2302 West First Street, Cedar Falls, Iowa 50613
(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, New York Stock Exchange
no par value
Securities to be registered pursuant to Section 12(g) of the Act:
None
Item 1. Description of Registrant's Securities to be Registered
- ------- -------------------------------------------------------
Common Stock, No Par Value
--------------------------
The capital stock of Ag Services of America, Inc. (the
"Company" or "Registrant") to be registered on the New York Stock
Exchange, Inc. (the "Exchange"), is Registrant's Common Stock with
no par value per share. Holders of Common Stock are entitled to
one vote per share at all meetings of stockholders. Dividends that
may be declared on the Common Stock will be paid in an equal amount
to the holder of each share. No pre-emptive rights are conferred
upon the holders of such stock and there are no liquidation or
conversion rights. Nor are there any redemption or sinking fund
provisions and there is no liability to further calls or to
assessments by the Registrant.
Certain provisions of the Company's Bylaws were designed
to make the Company a less attractive target for acquisition by an
outsider who does not have the support of the Company's directors.
These provisions: (1) provide that only the Board of Directors or
the President or greater than 10% of stockholders through written
notice to the Board of Directors have the power to call a Special
Meeting of shareholders; (2) provide that the stockholders may
amend the Company's by-laws only by the affirmative vote of a
majority of the shares entitled to vote; (3) provide that directors
may only be removed by the affirmative vote of a majority of the
shares entitled to vote; (4) provide that nominations may be made
only by written notice; and (5) provide that at least a majority of
the shares entitled to vote must approve certain amendments to the
Bylaws. While the foregoing provisions will not necessarily prevent
take-over attempts, they should discourage an attempt to obtain
control of the Company in a transaction not approved by the
Company's Board of Directors by making it more difficult for a
third party to obtain control in a short time and impose its will
on the remaining stockholders of the Company.
Item 2 Exhibits
- ------ --------
1. All exhibits required by Instruction II to Item 2
will be supplied to the New York Exchange.
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 in the City of Cedar Falls on
this 26th day of November, 1996.
AG SERVICES OF AMERICA, INC.
By /s/ Henry C. Jungling, Jr.
Henry C. Jungling, Jr.
Chairman
(principal executive officer)
By /s/ Gaylen D. Miller
Gaylen D. Miller
President and Chief Executive Officer
(principal financial officer and
principal accounting officer)
