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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
ACME METALS INCORPORATED
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(Exact name of registrant as specified in its charter)
Delaware 36-3802419
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(State of incorporation of organization) (IRS Employer Identification No.)
13500 S. Perry Avenue, Riverdale, Illinois 60627-1182
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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 of which
to be so registered each class is to be registered
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None Not applicable
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Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Share Purchase Rights
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(Title of Class)
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DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
On July 15, 1994, the Board of Directors of Acme Metals Incorporated
("Acme") declared a dividend of one preferred share purchase right ("Right")
for each share of Common Stock. The dividend will be paid on August 5, 1994 to
stockholders of record at the close of business on August 5, 1994 ("Record
Date") and will be delivered with each share of Common Stock issued after the
Record Date and prior to the earliest to occur of the Distribution Date (as
defined below), the redemption of the Rights and the expiration of the Rights.
Except as set forth below and subject to adjustment as provided in the Rights
Agreement (as defined below), each Right entitles the registered holder to
purchase from Acme one one-hundredth of a share of Acme Series A Preferred
Stock, at an exercise price of $80.00 per share ("Purchase Price"). The terms
of the Rights are set forth in a Rights Agreement dated as of July 15, 1994
("Rights Agreement"), between Acme and First Chicago Trust Company of New York,
as Rights Agent.
The Rights will be evidenced by the certificates representing the shares of
Common Stock and not by separate certificates until the close of business on the
10th day after the earlier to occur of (i) the date on which public disclosure
is first made that a person, together with persons affiliated or associated with
it, is the beneficial owner of 15% or more of the outstanding Common Stock
(such a person being called an "Acquiring Person" and such date being called
the "Stock Acquisition Date") and (ii) commencement of or disclosure of an
intention to commence a tender or exchange offer by a person other than Acme
and certain related entities if, upon consummation of the offer, such person,
together with persons affiliated or associated with it,
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could acquire beneficial ownership of 30% or more of the outstanding Common
Stock. Until the close of business on such 10th day ("Distribution Date"), the
transfer of a share of Common Stock will constitute transfer of the associated
Right. Following the Distribution Date, the Rights will be evidenced by
separate certificates.
The Rights are exercisable on and after the Distribution Date, unless
redeemed earlier, and will expire at the close of business on August 5, 2004
("Expiration Date"), unless redeemed earlier. Until a Right is exercised, the
holder has no rights as a stockholder of Acme, including, without limitation,
the right to vote or to receive dividends or distributions.
The Purchase Price, the number of outstanding Rights, and the number of
shares of Series A Preferred Stock or other securities or amount of cash or
other property issuable upon exercise of the Rights are subject to adjustment
from time to time (i) to prevent dilution, (ii) upon the occurrence of a
Triggering Event (as defined below), and (iii) upon the occurrence of a Business
Combination (as defined below). Adjustment to prevent dilution will occur (A)
in the event of a stock dividend or distribution on, or a subdivision,
combination or reclassification of, the Series A Preferred Stock, (B) upon the
grant to holders of the Series A Preferred Stock at less than the current market
price of the Series A Preferred Stock of certain rights, options, warrants to
subscribe for Series A Preferred Stock, or securities convertible into Series A
Preferred Stock, or (C) upon the distribution to holders of the Series A
Preferred Stock of other securities, cash (excluding regular periodic cash
dividends at an annual rate not in excess of 125% of the annualized rate of cash
dividends paid during the preceding fiscal year), evidences of
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indebtedness, or assets. In addition, the number of outstanding Rights, the
number of one one-hundredths of a share of Series A Preferred Stock issuable
upon exercise of each Right, and the Purchase Price are subject to adjustment in
the event of a stock split of the Common Stock or subdivision, consolidation or
combination of the Common Stock occurring, in any such case, prior to the
Distribution Date.
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. Holders will have no right to receive fractional shares of
Series A Preferred Stock (other than fractions which are integral multiples of
one one-hundredths of a share of the Series A Preferred Stock) or any other
securities of Acme upon the exercise of Rights.
In lieu of such fractional shares, an adjustment in cash may be made based on
the market price of the Series A Preferred Stock or other securities on the
last trading date prior to the date of exercise, or Acme may issue scrip,
warrants or depository receipts.
A Triggering Event is deemed to occur if (i) a person becomes an Acquiring
Person, (ii) Acme is the surviving corporation in a merger with an Acquiring
Person and the Common Stock remains outstanding and unchanged, or (iii) an
Acquiring Person engages in a "self-dealing" transaction specified in the Rights
Agreement. Upon the occurrence of a Triggering Event, the Rights will "flip-in"
and each holder of a Right will be entitled, in lieu of a number of one one-
hundredths of a share of Series A Preferred Stock, to purchase that number of
shares of Common Stock that equals the result obtained by (x) multiplying the
then current Purchase Price
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by the number of one one-hundredth shares of Series A Preferred Stock for which
a Right was then exercisable (without giving effect to the Triggering Event) and
(y) dividing that product by 50% of the average daily closing price for the
Common Stock for the 30 consecutive trading days immediately prior to the date
of the Triggering Event.
A Business Combination is deemed to occur if, following a Stock
Acquisition Date, Acme is acquired in a merger or other business combination in
which the Common Stock does not remain outstanding or is changed or 50% or more
of its consolidated assets or earning power is sold, leased, exchanged,
mortgaged, pledged or otherwise transferred or disposed of (in one transaction
or a series of transactions). Upon the occurrence of a Business Combination,
the Rights that theretofore had not been exercised will "flip-over" and each
holder of a Right will be entitled, in lieu of a number of one one-hundredths
of a share of Series A Preferred Stock, to purchase that number of shares of
common stock of the other party to the Business Combination (or, in certain
circumstances, one of its affiliates) ("Principal Party") that equals the result
obtained by (x) multiplying the then current Purchase Price by the number of one
one-hundredth shares of Series A Preferred Stock for which a Right was then
exercisable (without giving effect to the Business Combination) and (y) dividing
that product by 50% of the average daily closing price for the common stock of
the Principal Party for the 30 consecutive trading days immediately prior to the
consummation of the Business Combination or transfer.
Any Rights beneficially owned at any time on or after the earlier of the
Distribution Date and the Stock Acquisition Date by an Acquiring Person or an
affiliate or associate of an
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Acquiring Person will become null and void upon the occurrence of a Triggering
Event and no holder of such Rights will have any right to exercise such Rights.
At any time prior to the earlier of (i) 20 days after the date on which
the Board of Directors of Acme becomes aware than an Acquiring Person has become
such and (ii) the Expiration Date, Acme, at its option, may redeem the Rights in
whole, but not in part, at a price of $.01 per Right. Immediately upon action
of Acme's Board of Directors electing to redeem the Rights, the right to
exercise the Rights will terminate and the only right of the holders of Rights
thereafter will be to receive the redemption price.
At any time prior to the time that Acme's Board of Directors becomes aware
that an Acquiring Person has become such, Acme may, without the approval of any
holder of the Rights, supplement or amend any provision of the Rights Agreement
(including to effect a change in the date on which the Distribution Date will
occur), except to effect a change in the Purchase Price, the number of shares
of Series A Preferred Stock, other securities, cash of other property for
which a Right is then exercisable or the redemption price or to provide an
earlier Expiration Date. Thereafter, the Rights Agreement may be amended only
to cure ambiguities, to correct inconsistent provisions, and in ways that do
not adversely affect the interests of the holders of the Rights.
The Rights have certain anti-takeover effects. Because of the substantial
dilution the Rights would cause to a person or group that attempts to acquire
Acme on terms not
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approved by Acme's Board of Directors (except pursuant to an offer conditioned
upon acquisition of a substantial number of Rights), the Rights may discourage
a tender or exchange offer for Acme's Common Stock or reduce the amount offered
in such transaction. The Rights should not interfere with any tender or
exchange offer or merger or other business combination approved by the Board of
Directors prior to 20 days after the Board of Directors becomes aware that a
person has become an Acquiring Person, because, until such time, the Rights
may be redeemed by Acme at $.01 per Right.
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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.
ACME METALS INCORPORATED
Date: August 12, 1994 By: /s/ Edward P. Weber, Jr.
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Name: Edward P. Weber, Jr.
Title: Vice-President, General Counsel
and Secretary
