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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A/A
(AMENDMENT NO. 1)
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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
ARKANSAS BEST CORPORATION
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 71-0673405
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(STATE OF INCORPORATION (I.R.S. EMPLOYER IDENTIFICATION NO.)
OR ORGANIZATION)
3801 OLD GREENWOOD ROAD, FORT SMITH 72903
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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 EACH
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TO BE SO REGISTERED CLASS IS TO BE REGISTERED
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N/A N/A
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
RIGHTS TO PURCHASE COMMON STOCK
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(TITLE OF CLASS)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
On May 27, 1999, Arkansas Best Corporation, a Delaware corporation
(the "Registrant") amended its Stockholders' Rights Agreement originally adopted
in 1992 to, among other things, eliminate those provisions of the original
Agreement (sometimes referred to as "deadhand" provisions) that relegated
certain decisions regarding the operation of the Agreement to specifically
defined continuing directors. As a result of the amendment, decisions to be made
pursuant to the original Agreement by such continuing directors will now instead
be made by a majority of the whole board of directors of the Registrant. A copy
of the amendment is included as Exhibit 4.1 to this registration statement and
incorporated by reference.
ITEM 2. EXHIBITS.
4.1 Amendment to Rights Agreement dated as of May 27,
1999 between Arkansas Best Corporation and Harris
Trust and Savings Bank, as Rights Agent.
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registration has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized.
Dated: June 2, 1999
ARKANSAS BEST CORPORATION
By: /s/ Richard F. Cooper
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Richard F. Cooper
Vice President and General Counsel
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<S> <C>
4.1 Amendment To Rights Agreement
</TABLE>
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EXHIBIT 4.1
AMENDMENT TO RIGHTS AGREEMENT
THIS AMENDMENT TO RIGHTS AGREEMENT (this "Amendment"), dated as of May
27, 1999, is between ARKANSAS BEST CORPORATION, a Delaware corporation (the
"Company"), and HARRIS TRUST AND SAVINGS BANK, an Illinois banking corporation
(the "Rights Agent"), at the direction of the Company.
WHEREAS, the Company and the Rights Agent, entered into a Rights
Agreement dated as of April 23, 1992 (the "Rights Agreement");
WHEREAS, Section 26 of the Rights Agreement permits the amendment of
the Rights Agreement by the Board of Directors of the Company;
WHEREAS, pursuant to a resolution duly adopted on May 6, 1999, the
Board of Directors of the Company has duly adopted and authorized the amendment
of the Rights Agreement so that the Rights Agreement will, among other things,
no longer require certain action to be taken by "continuing directors";
WHEREAS, the Board of Directors of the Company resolved and determined
that such amendment is desirable and consistent with, and for the purpose of
fulfilling, the objectives of the Board of Directors in connection with the
original adoption of the Rights Agreement;
NOW, THEREFORE, the Rights Agreement is hereby amended as follows:
1. AMENDMENT OF SECTION 1.
a. Section 1(a) of the Rights Agreement is amended by deleting the
phrase "Kelso Best Partners, L.P.," in the second sentence of said section.
b. Section 1(d) of the Rights Agreement is hereby amended in its
entirety to read as follows:
"(d) "Board Approval" means that an action or the resolution
authorizing an action has been approved by a majority of the members of
the Board of Directors of the Company."
c. Section 1(h) of the Rights Agreement is hereby amended in its
entirety to read as follows:
"(h) [intentionally left blank]."
All references in the Rights Agreement to "Continuing Directors" are deleted
mutatis mutandis.
d. Paragraph (ii) of Section 1(cc) is amended by deleting the phrase
"Kelso Best Partners, L.P.,"
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e. Paragraph (iii) of Section 1(cc) is amended in its entirety to read
as follows:
"(iii) any reclassification of securities (including any
reverse stock split), or recapitalization of the Company, or any merger
or consolidation of the Company with any of its Subsidiaries or any
other transaction or series of transactions involving the Company or
any of its Subsidiaries which is not effected with the concurrence of a
majority of the Board of Directors, other than a transaction or
transactions to which the provisions of Section 13(a) apply (whether or
not with or into or otherwise involving an Acquiring Person or any of
its Affiliates or Associates) which has the effect, directly or
indirectly, of increasing by more than 1% the proportionate share of
any class of outstanding Voting Stock of the Company or any of its
Subsidiaries which is beneficially owned by any Acquiring Person and
its Affiliates and Associates."
2. AMENDMENT OF SECTION 23(c).
Section 23(c) of the Rights Agreement is amended by deleting the phrase
"and Continuing Directors" in the second sentence of said section.
3. AMENDMENT OF SECTION 25.
Section 25 of the Rights Agreement is amended to change the address of
the Company to 3801 Old Greenwood Road, Fort Smith, Arkansas 72903.
4. EFFECTIVENESS.
This Amendment to the Rights Agreement shall be effective as of the
date of this Amendment, and all references to the Rights Agreement shall, from
and after such time, be deemed to be references to the Rights Agreement as
amended hereby.
5. CERTIFICATION.
The undersigned officer of the Company certifies by execution hereof
that this Amendment is in compliance with the terms of Section 26 of the Rights
Agreement.
6. MISCELLANEOUS.
This Amendment may be executed in any number of counterparts, each of
such counterparts shall for all purposes be deemed to be an original, and all
such counterparts shall together constitute but one and the same instrument. If
any term, provision, covenant or restriction of this Amendment is held by a
court of competent jurisdiction or other authority to be invalid, illegal, or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Amendment shall remain in full force and effect and shall
in no way be affected, impaired or invalidated.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date and year first above written.
ARKANSAS BEST CORPORATION
By: /s/ RICHARD F. COOPER
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Name: Richard F. Cooper
Title: Vice President, General Counsel and
Secretary
HARRIS TRUST AND SAVINGS BANK, as Rights Agent
By: /s/ DEBORAH J. HOKINSON
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Name: Deborah J. Hokinson
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Title: Trust Officer
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