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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)
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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)
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If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A. (c) (1), please check
the following box. [X]
If this Form relates to the registration of a class of debt securities and is
to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A. (c) (2), please check the following box. [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
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Title of each class Name of each exchange on which
to be so registered each class is to be registered
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12 1/2% Senior Secured Notes due 2002 New York Stock Exchange
13 1/2% Senior Secured Discount New York Stock Exchange
Notes due 2004
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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
The material set forth in the section captioned "Description of Notes" in
the Registrant's Amendment No. 3 to Form S-1 Registration Statement
(Registration No. 33-54101), filed with the Securities and Exchange Commission
on August 4, 1994, is incorporated herein by reference.
Item 2. Exhibits
1. Restated Certificate of Incorporation, incorporated by reference
from the Registrant's Annual Report on Form 10-K, file no. 0-14727,
for the year ended December 31, 1995.
2. Amended and Restated By-Laws of the Registrant, incorporated by
reference from the Registrant's Annual Report on Form 10-K, file
no. 0-14727, for the year ended December 27, 1992.
3. Form of the Registrant's 12 1/2% Senior Secured Note due 2002
4. Indenture dated as of August 11, 1994 among the Registrant, the
Guarantors and Shawmut Bank Connecticut, National Association
relating to the 12 1/2% Senior Secured Notes due 2002 is
incorporated by reference from the Registrant's Annual Report on
Form 10-K, file no. 0-14727, for the year ended December 25, 1994,
as amended.
5. Form of the Registrant's 13 1/2% Senior Secured Discount Note
due 2004 is not included as an exhibit because it is in global form
issued to Cede & Co.
6. Indenture dated as of August 11, 1994 among the Registrant, the
Guarantors and Shawmut Bank Connecticut, National Association
relating to the 13 1/2% Senior Secured Discount Notes due 2004 is
incorporated by reference from the Registrant's Annual Report on
Form 10-K, file no. 0-14727, for the year ended December 25, 1994,
as amended.
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/ Jerry F. Williams
By: ----------------------------
Jerry F. Williams
Vice President-Finance and
Administration and Chief
Financial Officer
Dated: September 20, 1996
2
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(EXHIBIT 3 TO FORM 8-A)
R E G I S T E R E D R E G I S T E R E D
Number $
R 0177 CUSIP 004724 AA 8
ACME METALS INCORPORATED
12 l/2% SENIOR SECURED NOTE DUE 2002
ACME METALS INCORPORATED promises to pay to
[S P E C I M E N]
or registered assigns
the principal sum of Dollars on the Maturity Date of August 1, 2002
Interest Payment Dates: February 1 and August 1
Record Dates: January 15 and July 15
IN WITNESS WHEREOF ACME METALS INCORPORATED has caused this instrument to be executed in its corporate name by a facsimile signature
of its President and its Secretary and has caused the facsimile of its corporate seal to be affixed hereunto or imprinted hereon.
Dated:
Certificate of Authentication ACME METALS INCORPORATED
This is one of the 12 1/2% Senior Secured Notes due 2002 By: /s/ Edward P. Weber, Jr. By: /s/ Stephen D. Bennett
referred to in the within-mentioned Indenture. Title: Secretary Title: President
Shawmut Bank Connecticut,
National Association
(k/n/a Fleet National Bank)
By: Date: ACME METALS INCORPORATED
CORPORATE
Authorized Signature SEAL
DELAWARE
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[REVERSE SIDE OF CERTIFICATE]
ACME METALS INCORPORATED
12 1/2% SENIOR SECURED NOTE DUE 2002
1. Interest
Acme Metals Incorporated, a Delaware corporation (the "Company"), promises
to pay interest at the rate of 12 1/2% per annum on the principal amount of the
Security semiannually commencing on February 1, 1995, until the principal
hereof is paid or made available for payment. Interest on the Securities will
accrue from and including the most recent date to which interest has been paid
or, if no interest has been paid, from and including August 1, 1994, through
but excluding the date on which interest is paid. If an interest Payment Date
falls on a day that is not a Business Day, the interest payment to be made on
such interest Payment Date will be made on the next succeeding Business Day
with the same force and effect as if made on such interest Payment Date, and no
additional interest will accrue as a result of such delayed payment. Interest
will be computed on the basis of a 360-day year of twelve 30-day months.
2. Method of Payment
The interest payable on the Securities, and punctually paid or duly
provided for, on any interest Payment Date will, as provided in the Indenture,
be paid to the person in whose name the Security is registered at the close of
business on the regular record date, which shall be the January 15 or July 15
(whether or not a Business Day) next preceding such interest Payment Date. Any
such interest not so punctually paid or duly provided for, and any interest
payable on such defaulted interest (to the extent lawful) will forthwith cease
to be payable to the Holder on such regular record date and shall be paid to
the person in whose name the Security is registered at the close of business on
a special record date for the payment of such defaulted interest to be fixed by
the Company notice of which shall be given to Holders not less than 15 days
prior to such special record date. Payment of the principal of and interest on
this Security will be made at the agency of the Company maintained for that
purpose in New York, New York and at any other office or agency maintained by
the Company for such purpose, in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts, provided that at the option of the Company payment of interest
may be made by check mailed to the address of the person entitled thereto as
such address shall appear in the Security register.
3. Paying Agent and Registrar
Initially, Shawmut Bank Connecticut, National Association (the "Trustee")
will act as Paying Agent and Registrar. The Company may change any Paying
Agent, Registrar or co-Registrar without notice to the Holders of Securities.
The Company or any of its Subsidiaries may act as Registrar, co-Registrar or,
except in certain circumstances specified in the Indenture, Paying Agent.
4. Indenture
This Security is one of a duly authorized issue of Securities of the
Company, designated as its 12 1/2% Senior Secured Notes due 2002 (the
"Securities"), limited in aggregate principal amount to $125,000,000 (except
for Securities issued in substitution for destroyed, lost or stolen Securities)
issuable under an Indenture dated as of August 11, 1994 (the "Indenture")
between the Company and the Trustee. The terms of the Securities include those
stated in the Indenture and those made part of the Indenture by the Trust
Indenture Act of 1939 (the "Act") (15 U.S. Code Sections 77aaa-77bbbb)
as in effect on the date of the Indenture and the date the Indenture is
qualified under the Act. The Securities are subject to all such terms, and
Holders of Securities are referred to the Indenture and the Act for a statement
of them. Payment on each Security is guaranteed on a senior basis, jointly and
severally, by the Guarantors pursuant to Article Eleven of the Indenture.
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Capitalized terms contained in this Security to the extent not defined
herein shall have the meanings assigned to them in the Indenture.
5. Optional Redemption
The Securities may not be redeemed prior to August 1, 1998. On or after
August 1, 1998, the Company may, at its option, redeem the Securities in whole
or in part, from time to time, at the following redemption prices (expressed in
percentages of the principal amount thereof), in each case together with
accurred interest, if any, to the date of redemption.
If redeemed during the twelve-month period beginning August 1:
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YEAR PERCENTAGE
1998 106.250%
1999 104.167%
2000 102.083%
2001 100.000%
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6. Repurchase upon Change of Control
By the date specified for repurchase, which shall be within 60 days after
giving notice of a Change of Control, each Holder shall have the right, at its
option, to require the Company to purchase all or any part of such Holder's
Securities at 101% of the principal amount thereof plus accrued interest to the
purchase date.
7. Notice of Redemption
Notice of redemption will be mailed by first class mail at least 30 days
but not more than 60 days before the redemption date to each Holder of
Securities to be redeemed at his or her registered address. Securities in
denominations larger than $1,000 may be redeemed in part. On and after the
redemption date, interest ceases to accrue on those Securities or portion of
them called for redemption.
8. Security Documents
In order to secure the due and punctual payment of the principal of and
interest on the Securities and all other amounts payable by the Company under
the Indenture and the Securities when and as the same will be due and payable,
whether at maturity, by acceleration or otherwise, according to the terms of
the Securities and the Indenture, the Company has granted security interests in
and liens on the Collateral owned by it to the Collateral Agent for the benefit
of the Holders of Securities pursuant to the Indenture and the Security
Documents. The Securities will be secured by liens on and security interests
in the Collateral that are subject only to certain permitted encumbrances. The
Collateral will also secure the Company's obligations under the Senior Secured
Discount Notes and the Discount Note Indenture and, in certain circumstances,
amounts under Permitted Replacement Financing. Proceeds from the Collateral
will be shared among the parties secured thereby pursuant to the terms of the
Collateral Agency Agreement.
The Trustee and each Holder acknowledge that a release of any of the
Collateral or any lien strictly in accordance with the terms and provisions of
the Security Documents and the terms and provisions of the Indenture will not
be deemed for any purpose to be an impairment of the security under the
Indenture.
9. Denominations; Transfer; Exchange
The Securities are in registered form without coupons in denominations of
$1,000 and integral multiples of $1,000. A Holder may transfer or exchange
Securities in accordance with the Indenture. The Registrar may require a
Holder, among other things, to furnish appropriate endorsements and transfer
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documents and to pay any taxes and fees required by law or permitted by the
Indenture. The Registrar need not transfer or exchange any Securities selected
for redemption.
10. Persons Deemed Owners
The registered Holder of a Security may be treated as the owner of it for
all purposes.
11. Unclaimed Funds
If funds for the payment of principal or interest remain unclaimed for two
years, the Trustee or Paying Agent will repay the funds to the Company at its
request. After such repayment Holders of Securities entitled to such funds
must look to the Company for payment unless an abandoned property law
designates another person.
12. Discharge Prior to Redemption or Maturity
The Indenture will be discharged and canceled except for certain Sections
thereof, subject to the terms of the Indenture, upon the payment of all the
Securities or upon the irrevocable deposit with the Trustee of funds or United
States Government Obligations sufficient for such payment or redemption.
13. Defeasance and Covenant Defeasance
The Company may be discharged from its obligations under the Indenture,
the Securities and the Securities Documents, except for certain provisions
thereof ("defeasance"), and may be discharged from its obligations to comply
with certain covenants contained in the Indenture, the Securities and the
Securities Documents ("covenant defeasance"), in each case upon satisfaction of
certain conditions specified in the Indenture.
14. Amendment; Supplement; Waiver
Subject to certain exceptions, the Indenture, the Security Documents or
the Securities may be amended or supplemented with the consent of the Holders
of at least a majority in principal amount of the outstanding Securities and
any past default or compliance with any provision may be waived with the
consent of the Holders of at least a majority in principal amount of the
outstanding Securities. Without the consent of any Holder, the Company and
the Trustee may amend or supplement the Indenture, the Security Documents or
the Securities to cure any ambiguity, defect or inconsistency, to give effect
to specified transactions or permitted releases, or to make any change that
does not materially and adversely affect the rights of any Holder of
Securities.
15. Restrictive Covenants
The Securities are secured obligations of the Company limited to the
aggregate principal amount of $125,000,000. The Indenture restricts the
ability of the Company or any of its Subsidiaries to permit any liens to be
imposed on their assets other than certain permitted liens, restricts the
ability of the Company or any of its Subsidiaries to make certain payments,
limits the indebtedness which the Company and its Subsidiaries may incur and
limits the terms on which the Company may engage in Asset Sales. The Company
is also obligated under certain circumstances to make an offer to purchase
Securities with the net cash proceeds of certain Asset Sales. The company must
report annually to the Trustee on compliance with certain covenants in the
Indenture.
16. Successor Corporation
Pursuant to the Indenture, the ability of the Company to consolidate with,
merge with or into or transfer its assets to another person is conditioned upon
certain requirements, including certain financial requirements applicable to
the surviving Person.
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17. Defaults and Remedies
An Event of Default consists: of a default for 30 days in payment of
interest on the Securities or a default in payment of principal of or premium
on the Securities when due, whether at maturity, upon acceleration, redemption
or otherwise; a cessation of any Guarantee to be in full force and effect or a
declaration of any Guarantee to be null and void and unenforceable or a finding
of any Guarantee to be invalid or a denial by any Guarantor of its liability
under its Guarantee; a failure by the Company to comply with any other covenant
in the Indenture or in any of the Security Documents for 60 days after notice
from the Trustee or the holders of 25% in principal amount of the outstanding
Securities (except in the case of a default with respect to provisions relating
to the repurchase of Securities upon a Change of Control or the merger,
consolidation or sale of all or substantially all of the assets of the Company,
which will constitute Events of Default with notice but without passage of
time); failure of the Company or any of its Subsidiaries to make any payment
when due (after giving effect to any applicable grace period) under the Senior
Secured Discount Notes or any other senior indebtedness in excess of $5
million; failure of the Company or any of its Subsidiaries to perform any
term, covenant, condition or provision of the Senior Secured Discount Notes or
any other indebtedness in excess of $5 million individually or $10 million in
the aggregate, which failure results in the acceleration of the maturity of
such indebtedness; a final judgment or judgments for the payment of money not
fully covered by insurance, which judgments exceed $5 million individually or
$10 million in the aggregate, is entered against the Company or any of its
Subsidiaries and is not satisfied, stayed, annulled or rescinded within 60 days
of being entered; a party, after an event of default under any indebtedness
secured by Collateral, commences foreclosure proceedings, or exercises rights
to ownership in lieu thereof, on any portion of the Collateral and certain
events of bankruptcy, insolvency or reorganization of the Company or any of its
Significant Subsidiaries. If an Event of Default occurs and is continuing, the
Trustee or the Holders of at least 25% in principal amount of the outstanding
Securities may declare all the outstanding Securities to be due and payable
immediately. Holders may not enforce the Indenture or the Securities except as
provided in the Indenture. The Trustee may require indemnity satisfactory to
it before it enforces the Indenture or the Securities. Subject to certain
limitations, Holders of a majority in principal amount of the outstanding
Securities may direct the Trustee in its exercise of any trust or power. The
Trustee may withhold from Holders notice of a continuing Default (except a
Default in payment of principal or interest) if it determines that withholding
notice is in their interests. The Company is required to file periodic reports
with the Trustee as to the absence of Default and to notify the Trustee
promptly after it becomes aware of any Default.
18. Trustee Dealings with Company
The Trustee in its individual or any other capacity, may make loans to,
accept deposits from, and perform services for the Company or its Affiliates,
and may otherwise deal with the Company or its Affiliates, as if it were not
Trustee.
19. No Recourse Against Others
A director, officer, employee or stockholder, as such, of the Company
shall not have any liability for any obligations of the Company under the
Securities or the Indenture or the Security Documents or for any claim based
on, in respect of or by reason of such obligations or their creation. Each
Holder of a Security by accepting a Security waives and releases all such
liability. The waiver and release are part of the consideration for the issue
of the Securities.
20. Authentication
The Security shall not be valid until the Trustee signs the certificate of
authentication on the other side of this Security.
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21. Indenture and Security Documents
Each Securityholder, by accepting a Security, agrees to be bound to all of
the terms and provisions of the Indenture and the Security Documents, as the
same may be amended from time to time.
22. Abbreviations
Customary abbreviations may be used in the name of Securityholder or an
assignee, such as TEN COM ( = tenants in common), TEN ENT ( = tenants by the
entirety), JT TEN (= joint tenants with right of surviorship and not as
tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors
Act).
23. CUSIP Numbers
Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Company has caused CUSIP numbers to be
printed on the Securities and has directed the Trustee to use CUSIP numbers in
notices of redemption as a convenience to Securityholders. No representation
is made as to the accuracy of such numbers either as printed on the Securities
or as contained in any notice of redemption and reliance may be placed only on
the other identification numbers placed thereon.
The Company will furnish to any Holder of record of Securities upon
written request and without charge a copy of the Indenture.
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SENIOR GUARANTEE
The Guarantors (as defined in the Indenture referred to in the Security
upon which this notation is endorsed) have unconditionally guaranteed on a
senior basis (such guarantee by each Guarantor being referred to herein as the
"Guarantee") (i) the due and punctual payment of the principal of and interest
on the Securities, whether at maturity, by acceleration or otherwise, the due
and punctual payment of interest on the overdue principal and interest, if any,
on the Securities, to the extent lawful, and the due and punctual performance
of all other obligations of the Company to the Holders or the Trustee, all in
accordance with the terms set forth in Article Eleven of the Indenture and (ii)
in the case of any extension of time of payment or renewal of any Securities or
any of such other obligations, that the same will be promptly paid in full when
due or performed in accordance with the terms of the extension or renewal,
whether at stated maturity, by acceleration or otherwise.
The Guarantee shall not be valid or obligatory for any purpose until the
certificate of authentication on the Securities upon which the Guarantee is
noted shall have been executed by the Trustee under the Indenture by the manual
signature of one of its authorized officers.
GUARANTORS:
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Acme Packaging Corporation Acme Steel Company
Acme Steel Company International, Inc.
Alabama Metallurgical Corporation
Alpha Tube Corporation
Alta Tube Corporation
Alta Slitting Corporation
Universal Tool and Stamping Company, Inc.
By:/s/ Jerry F. Williams By:/s/ Stephen D. Bennett
Name:Jerry F. Williams Name:Stephen D. Bennett
(For each of the above listed (For the above listed
Guarantors) Guarantors)
</TABLE>
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ASSIGNMENT FORM
If you the Holder want to assign this Security, fill in the form below and
have your signature
guaranteed:
I or we assign and transfer this Security to:
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(Print or type name, address and zip code and social security or tax ID
number of assignee)
and irrevocably appoint
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agent to transfer this Security on the books of the Company. The agent may
substitute another to act for him.
Dated: Signed:
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(Sign exactly as name appears on the other
side of this Security)
Signature Guarantee:
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The holder's signature must be guaranteed by an eligible guarantor
institution which is a member of one
of the following recognized Signature Guarantee Programs:
1. The Securities Transfer Agents Medallion Program (STAMP)
2. The New York Stock Exchange Medallion Signature Program (MSP)
3. The Stock Exchanges Medallion Program (SEMP)
OPTION OF HOLDER TO ELECT PURCHASE
If you the Holder to want to elect to have this Security purchased by the
Company, check the box [ ].
If you want to elect to have only part of this Security purchased by the
Company, state the amount: $
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Date: Your signature:
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(Sign exactly as your name appears on the other
side of this Security)
Signature Guarantee:
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The holder's signature must be guaranteed by an eligible guarantor
institution which is a member of one of the following recognized Signature
Guarantee Programs:
1. The Securities Transfer Agents Medallion Program (STAMP)
2. The New York Stock Exchange Medallion Signature Program (MSP)
3. The Stock Exchanges Medallion Program (SEMP)
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