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FORM 8-A/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) (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 on which
to be so registered each class is to be registered
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Preferred Share Purchase Rights New York Stock Exchange
with respect to Common
Stock, $1.00 par value
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
PREFERRED SHARE PURCHASE RIGHTS
On July 15, 1994, the Board of Directors of Acme Metals Incorporated
("Acme" or the "Registrant") 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 one one-hundredth
of a 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, 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 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
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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 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 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.
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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 or 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 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.
The foregoing description of the Rights does not purport to be complete and
is qualified in its entirety by reference to the Rights Agreement, which is an
Exhibit to this Registration Statement and is incorporated in this summary
description by reference.
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Item 2. EXHIBITS
1. Rights Agreement dated as of July 15, 1994 between Acme Metals Incorporated
and First Chicago Trust Company of New York as Rights Agent as filed as
Exhibit 1 to Form 8-A filed by Registrant on August 8, 1994, as amended by
Form 8-A/A filed by Registrant on August 12, 1994, is incorporated herein
by reference.
2. All exhibits required by Instruction II to Item 2 will be supplied to the
New York Stock Exchange, Inc.
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: May 8, 1996 By: /s/ Edward P. Weber, Jr.
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Edward P. Weber, Jr.
Vice President, General
Counsel and Secretary
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