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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A/A
AMENDMENT NO. 1
FOR REGISTRATION OF CERTAN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) or (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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AGCO CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 58-1960019
(State of Incorporation) (I.R.S. Employer
Identification No.
4205 River Green Parkway
Duluth, Georgia 30096
(Address of principal executive
offices including zip code)
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Securities to be registered pursuant to Section 12(b) of the Act:
TITLE OF EACH CLASS TO BE REGISTERED NAME OF EACH EXCHANGE ON
WHICH EACH CLASS IS TO BE
REGISTERED
None None
Securities to be registered pursuant to Section 12(g) of the Act:
PREFERRED SHARE PURCHASE RIGHTS
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Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
AGCO Corporation, a Delaware corporation (the "Company"), previously
registered Preferred Share Purchase Rights issued pursuant to a Rights Agreement
in 1994. The Rights Agreement contained provisions frequently referred to as
"dead hand provisions" pursuant to which certain decisions regarding the Rights
were reserved to "Continuing Directors." Recent litigation in Delaware has held
that under similar rights agreements these decisions could not be reserved to
Continuing Directors. As a result, the Company has amended its Rights Agreement
to eliminate the role of Continuing Directors and to instead reserve those
rights to the "Independent Directors." A copy of that amendment is attached as
an exhibit to this filing.
Item 2. EXHIBITS
4.1 Amendment dated as of March 1, 1999, to the Rights Agreement dated as
of April 27, 1994, between the Company and SunTrust Bank, Atlanta, a
Georgia banking corporation, as successor to Trust Company Bank, a
Georgia banking corporation, and Chemical Bank, a New York banking
corporation.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on behalf by the
undersigned thereunto duly authorized.
AGCO CORPORATION
Registrant
Date: August 18, 1999 /s/ Patrick S. Shannon
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Patrick S. Shannon
Vice President and Chief
Financial Officer
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Sequentially
Number Description Numbered Page
<S> <C> <C>
4.1 Amendment dated as of March 1, 1999, to the 5
Rights Agreement dated as of April 27, 1994,
between the Company and SunTrust Bank,
Atlanta, a Georgia banking corporation, as
successor to Trust Company Bank, a Georgia
banking corporation, and Chemical Bank, a
New York banking corporation.
</TABLE>
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EXHIBIT 4.1
AMENDMENT
AMENDMENT, dated as of March 1, 1999 ("Amendment"), to the Rights
Agreement, dated as of April 27, 1994 (the "Rights Agreement"), between AGCO
Corporation, a Delaware corporation (the "Company"), and SunTrust Bank, Atlanta,
a Georgia Banking corporation, as successor to Trust Company Bank, a Georgia
banking corporation, and Chemical Bank, a New York banking corporation (the
"Rights Agent").
Pursuant to Section 26 of the Rights Agreement, the Company and the
Rights Agent may from time to time supplement or amend any provision of the
Rights Agreement.
In consideration of good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. The Rights Agreement is hereby amended as follows:
(a) Section 1(k) is deleted in its entirety and the letters identifying
each succeeding subsection in Section 1 through and including section 1(q) are
changed to the letter immediately preceding them in the alphabet.
(b) A new Section 1(q) is inserted following the newly reordered
Section 1(p) reading as follows:
(q) "Independent Director" shall mean a Person, while such
Person is a member of the Board, who is not an Acquiring
Person, or an Affiliate or an Associate of an Acquiring
Person, or a representative of an Acquiring Person, or of any
such Affiliate or Associate; provided, however, that the fact
that a Person is nominated for election as a director by an
Acquiring Person or any such Affiliate, Associate or
representative, or the fact that an Acquiring Person or any
such Affiliate, Associate or representative votes in favor of
the election of a Person as a director, shall not, in and of
itself, disqualify a Person from being an Independent Director
provided that such Person does not have any agreement or
understanding with such Acquiring Person, Affiliate, Associate
or representative with respect to how such Person will vote on
any future transactions.
(c) All references to the words "Continuing Director" are deleted and
the words "Independent Director" are inserted in their place, including in each
of the following Sections and Attachments to the Rights Agreement:
(i) Section 11(a)(ii)(B);
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(ii) Sections 23(a) and 23(b);
(iii) Section 26;
(iv) Section 28;
(v) ATTACHMENT B, Form of Rights Certificate; and
(vi) ATTACHMENT C, Summary of Rights to Purchase Preferred Stock.
2. Except as amended hereby, the Rights Agreement shall remain in full
force and effect.
3. This Amendment shall be governed by the terms of the Rights Agreement,
including without limitation Sections 29 through 33.
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
the date first written above.
AGCO CORPORATION
/s/ J. M. Shumejda
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President
SUNTRUST BANK, ATLANTA
/s/ Latitia A. Radford
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Authorized Signature
