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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
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 or organization) (I.R.S. Employer Identification No.)
13500 SOUTH 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 ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
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Common Stock, $1.00 Par Value New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
COMMON STOCK, $1.00 PAR VALUE
The capital stock of Acme Metals Incorporated (the "Company" or
"Registrant") to be registered on the New York Stock Exchange, Inc. (the
"Exchange") is the Registrant's Common Stock with a par value of $1.00 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 Certificate of Incorporation 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 the shareholders may amend the Company's by-laws
only by the affirmative vote of 66-2/3% or more of the shares entitled to vote,
unless such amendment has been previously approved by 66-2/3% or more of the
Board of Directors, in which case only a majority vote of shareholders is
necessary; (2) provide for a classified Board; (3) provide that directors may
only be removed for cause; and (4) provide that certain business transactions
will require the affirmative vote of the holders of at least 66-2/3% of the
shares entitled to vote. 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 shareholders of the Company.
Item 2. EXHIBITS
1. All exhibits required by Instruction II to Item 2 will be
supplied to the New York Stock Exchange, Inc.
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, thereunto duly authorized.
ACME METALS INCORPORATED
/s/ Edward P. Weber, Jr.
By: ---------------------------------------
Edward P. Weber, Jr.
Vice President, General Counsel and
Secretary
Dated: May 1, 1996
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