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FORM 8-A/A
AMENDMENT NO.1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
SERVICE MERCHANDISE COMPANY, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Tennessee 62-0816060
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(State of incorporation or organization) (I.R.S. Employer
Identification No.)
7100 Service Merchandise Drive, Brentwood, Tennessee 37207
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(Address of Principal Executive Offices) (Zip Code)
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. [X]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box. [ ]
Securities Act registration statement file number to which this form relates:
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(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of Each Exchange on Which
Title of Each Class to be Registered Each Class is to be Registered
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Series A Junior Preferred Stock Purchase Rights 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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The undersigned registrant hereby amends the following items and exhibits or
other portions of its Registration Statement on Form 8-A filed with the
Securities and Exchange Commission on February 3, 1998 as follows:
Item 1. Description of Registrant's Securities to be Registered
Item 1 is hereby amended by adding the following paragraphs:
Effective November 4, 1998, the Company amended and restated the
Rights Agreement (the "Amended and Restated Rights Agreement"). The following
paragraph summarizes the principal amendments to the Rights Agreement
effectuated through this amendment and restatement. Capitalized terms used
without definition below have the meanings assigned to them in the Amended and
Restated Rights Agreement.
Removal of Independent Director Provisions. The Amended and Restated
Rights Agreement deletes the term Independent Director in its entirety from the
Rights Agreement. Consistent with such deletion, the Amended and Restated Rights
Agreement removes all references to the need for Independent Director decision
making, such decision making now being vested in the Board of Directors.
Item 2.
Exhibits
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1. Rights Agreement, dated February 2, 1998, between Service
Merchandise Company, Inc. and Harris Trust and Savings Bank,
including the Form of Rights Certificate (Exhibit A) and the
Form of Summary of Rights (Exhibit B) is incorporated herein
by reference to Exhibit 99.2 to the Company's Current Report
on Form 8-K filed with the Securities and Exchange Commission
on February 3, 1998.
2. Amended and Restated Rights Agreement, dated November 4, 1998
between Service Merchandise Company, Inc. and Harris Trust and
Savings Bank, including the Form of Rights certificate
(Exhibit A) and the Form of Summary of Rights (Exhibit B) is
incorporated herein by reference to Exhibit 99.2 to the
Company's Current Report on Form 8-K filed with the Securities
and Exchange Commission November 4, 1998.
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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.
SERVICE MERCHANDISE COMPANY, INC.
By: /s/ C. Steven Moore
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C. Steven Moore
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Vice President
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Dated: November 4, 1998
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EXHIBIT INDEX
1. Rights Agreement, dated February 2, 1998, between Service Merchandise
Company, Inc. and Harris Trust and Savings Bank, including the Form of
Rights Certificate (Exhibit A) and the Form of Summary of Rights (Exhibit
B) is incorporated herein by reference to Exhibit 99.2 to the Company's
Current Report on Form 8-K filed with the Securities and Exchange
Commission on February 3, 1998.
2. Amended and Restated Rights Agreement, dated November 4, 1998 between
Service Merchandise Company, Inc. and Harris Trust and Savings Bank,
including the Form of Rights certificate (Exhibit A) and the Form of
Summary of Rights (Exhibit B) is incorporated herein by reference to
Exhibit 99.2 to the Company's Current Report on Form 8-K filed with the
Securities and Exchange Commission November 4, 1998.
