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
ATCHISON CASTING CORPORATION
(Exact name of registrant as specified in its charter)
Kansas 48-1156578
(State of incorporation) (I.R.S. Employer
Identification No.)
400 South Fourth Street, Atchison, Kansas 66002-0188
(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
Common Stock, $.01 par value New York Stock Exchange
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. [ ]
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(g) of the Act:
None
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(Title of Class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be
Registered.
DESCRIPTION OF CAPITAL STOCK
The total number of shares of all classes of stock which the
Company has the authority to issue is (i) 19,300,000 shares of
Common Stock, par value $.01 per share (the "Common Stock"), (ii)
700,000 shares of Class A Non-Voting Common Stock, par value @.01
per share (the "Class A Common Stock") and (iii) 2,000,000 shares
of Preferred Stock, par value $.01 per share (the "Preferred
Stock"), all of which Preferred Stock is issuable in one or more
series. As of December 5, 1996, 5,531,775 shares of Common Stock
were issued and outstanding held by in excess of 2,200 holders,
including shares held in nominee or street name by banks and
brokers.
Common Stock
Subject to the rights of any holders of Preferred Stock, the
holders of shares of Common Stock are entitled to share ratably
with the holders of the Class A Common Stock in such dividends as
may be declared by the Board of Directors and paid by the Company
out of funds legally available therefor. The declaration and
payment of dividends on the Common Stock are subject to
restrictions by the terms of the Company's outstanding
indebtedness. Holders of Common Stock have no conversion rights,
participate ratably with the holders of Class A Common Stock in any
distribution of assets to stockholders in liquidation, after the
payment in full of all preferential amounts to which holders of
preferred stock are or may be entitled, and have no redemption,
preemptive or other subscription rights. Except as may be provided
by law, each outstanding share of Common Stock is entitled to one
vote on each matter on which the stockholders of ACC are entitled
to vote. All of the outstanding shares of Common Stock are, and
the shares to be sold by the Company hereunder will be upon
issuance and payment therefor, fully paid and non-assessable.
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Class A Common Stock
Except for certain limited voting rights, the shares of Class
A Common Stock are virtually identical to the shares of Common
Stock. Subject to and upon compliance with certain notice and
procedural provisions of the Articles of Incorporation, the shares
of Class A Common Stock will be entitled at any time to be
converted into the same number of shares of Common Stock. As of
December 5, 1996, no shares of Class A Common Stock were issued and
outstanding.
Preferred Stock
The Articles of Incorporation of the Company provide that the
Board of Directors may authorize the issuance of one or more
classes or series of preferred stock having such relative rights,
voting power, preferences and restrictions as may be fixed by the
Board of Directors of the Company without further action by the
stockholders of the Company, unless required by applicable law or
deemed advisable by the Board of Directors of the Company. The
Preferred Stock and the authorized but unissued shares of Common
Stock could be used to dilute the stock ownership of persons
seeking to obtain control of the Company, and thereby defeat a
possible takeover attempt which, if stockholders were offered a
premium over the market value of their shares, might be viewed as
beneficial to the stockholders of the Company. As of December 5,
1996 no shares of Preferred Stock were issued and outstanding.
Kansas Anti-Takeover Law and Certain Charter Provisions
The Company is subject to the provisions of Sections 17-1 2,
100 to 12,104 of the Kansas General Corporation Code. In general,
Section 17-12, 101 prevents an "interested stockholder" from
engaging in a "business combination" with a Kansas corporation for
three years following the date such person became an interested
stockholder, unless (i) prior to the date such person became an
interested stockholder, the board of directors of the corporation
approved the transaction in which the interested stockholder became
an interested stockholder or approved the business combination,
(ii) upon consummation of the transaction that resulted in the
interested stockholder's becoming an interested stockholder, the
interested stockholder owns at least 85% of the voting stock of the
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corporation outstanding at the time the transaction commenced,
excluding stock held by directors who are also officers of the
corporation and stock held by certain employee stock plans or (iii)
on or subsequent to the date of the transaction in which such
person became an interested stockholder, the business combination
is approved by the board of directors of the corporation and
authorized at a meeting of stockholders by the affirmative vote of
the holders of two-thirds of the outstanding voting stock of the
corporation not owned by the interested stockholder.
Section 17-12,100 defines a "business combination" to include
(i) any merger or consolidation involving the corporation and an
interested stockholder, (ii) any sale, transfer, pledge or other
disposition of 10% or more of the assets of the corporation
involving an interested stockholder, (iii) subject to certain
exceptions, any transaction which results in the issuance or
transfer by the corporation of any stock of the corporation to an
interested stockholder, (iv) any transaction involving the
corporation which has the effect of increasing the proportionate
share of the stock of any class or series of the corporation
beneficially owned by the interested stockholder or (v) the receipt
by an interested stockholder of any loans, guarantees, pledges or
other financial benefits provided by or through the corporation.
In addition, Section 17-12,100 defines an "interested stockholder"
as an entity or person beneficially owning 15% or more of the
outstanding voting stock of the corporation and any entity or
person affiliated with or controlling or controlled by such entity
or person.
The Articles of Incorporation include certain provisions which
could be described as antitakeover protections. The following is
a summary of these provisions.
The Articles of Incorporation provide that the Company's Board
of Directors be divided into three classes as nearly equal in
numbero as possible with directors in each class serving succeeding
three-year terms. Classification of the Board of Directors may
have the effect of making the removal of incumbent directors more
time-consuming and difficult, and, therefore, may have the effect
of discouraging an unsolicited takeover attempt to gain control of
the Board through a proxy solicitation.
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The Articles of Incorporation provide that directors may be
removed only for cause and only by the affirmative vote of either
(i) the holders of 75% or more of the outstanding shares of capital
stock of the Company entitled to vote generally in the election of
directors, voting together as a single class, cast at a meeting of
stockholders expressly called for that purpose or (ii) 75% of the
entire Board of Directors at a meeting of the Board of Directors
expressly called for that purpose. The increased vote required to
remove directors precludes a third party, owning less than 75% of
the voting power, from gaining control by unilaterally removing
incumbent directors and substituting its own nominees. The
provision also reduces the power of the stockholders, even those
with a majority interest in the Company, to remove incumbent
directors.
The Articles of Incorporation provide that the affirmative
vote of the holders of at least 75% of the shares entitled to vote
in an election of directors would be required to amend, repeal or
adopt any provision inconsistent with the provisions of the
Articles classifying the Board of Directors or requiring an
increased vote for the removal of directors.
The Articles of Incorporation provide that certain
extraordinary corporate transactions, including a merger,
consolidation or transfer of substantially all of the assets of the
Company, must be approved by the affirmative vote of the holders of
75% of the outstanding voting power of the capital stock. The
Articles of Incorporation also provide that the affirmative vote of
at least 75% of the shares entitled to vote in an election of
directors would be required to amend, repeal or adopt any provision
inconsistent with this provision. This provision may have the
effect of making it more difficult for a third party to acquire
control of the Company even though such an event may be viewed as
beneficial to the stockholders. In effect, a smaller minority of
stockholders than would otherwise be the case would have the
ability to veto certain corporate transactions. To the extent that
the provision would discourage tender offers or accumulations of
the Company's stock, stockholders may be deprived of higher market
prices for their stock which often prevail as a result of such
events.
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The Articles of Incorporation also contain a provision
specifically denying the stockholders the right to act by written
consent in lieu of a meeting of the stockholders. The Articles
also provide that the affirmative vote of at least 75% of the
shares entitled to vote in an election of directors would be
required to amend, repeal or adopt any provision inconsistent with
this provision. This provision has the effect of requiring
stockholder meetings to be held at which all stockholders would
have the opportunity to participate in any action requiring a
stockholder vote.
The Company expects that the Board of Directors may in the
future review the advisability of adopting other measures which may
affect takeovers in the context of applicable law and judicial
decisions. The Company has no current plans to adopt any such
other measures.
Item 2. Exhibits.
All exhibits required by Instruction II to Item 2 will be
supplied to the New York Exchange.
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.
ATCHISON CASTING CORPORATION
By: /s/ Kevin T. McDermed
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Kevin T. McDermed
Vice President,
Chief Financial Officer,
Treasurer and Secretary
Dated: December 5, 1996
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Exhibit Index
Exhibit No. Description
1. The Company's Annual Report on Form 10-K for the year
ended June 30, 1996.
2. The Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1996.
3. The Company's definitive proxy statement dated October
7, 1996.
4. The Company's Articles of Incorporation and Bylaws.
5. A specimen or copy of the Common Stock to be registered
hereunder.
6. The Company's 1996 Annual Report to stockholders.
