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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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ABC Rail Products Corporation
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 36-3498749
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(State of Incorporation or Organization) (IRS Employer Identification no.)
200 South Michigan Avenue, Suite 1300
Chicago, Illinois 60604
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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. [_]
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. [X]
Securities Act registration statement file number to which this form relates:
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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None N/A
Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Stock Purchase Rights
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered
On September 18, 1998, the Board of Directors of ABC Rail Products
Corporation (the "Company") approved Amendment No. 2, dated as of September 18,
1998 (the "Amendment"), to the Rights Agreement, dated as of September 29, 1995
(as amended by Amendment No. 1 thereto dated November 18, 1996) (the "Rights
Agreement"), between the Company and LaSalle National Trust, N.A., as Rights
Agent (the "Rights Agent"). The Company adopted the amendment so that the
approval, execution, delivery or performance of the Agreement and Plan of Merger
between the Company, NACO, Inc. ("NACO") and ABCR Acquisition Sub, Inc. ("Merger
Sub"), dated as of September 18, 1998 (the "Merger Agreement") would not cause
(i) NACO or any of its permitted assignees or transferees to be deemed an
Acquiring Person (as defined in the Rights Agreement), (ii) a Distribution
Date, a Shares Acquisition Date or a Triggering Event (as such terms are defined
in the Rights Agreement) to occur or have occurred, (iii) an event described in
the first clause (i) or the first clause (ii) of Section 34(b) of the Rights
Agreement to occur or to have occurred, or (iv) cause any Person (as defined in
the Rights Agreement) (other than the Company, any Subsidiary (as defined in the
Rights Agreement) of the Company, any employee benefit plan of the Company or of
any Subsidiary of the Company, or any Person for or pursuant to the terms of any
such plan) who or which, together with all Affiliates (as defined in the Rights
Agreement) and Associates (as defined in the Rights Agreement) of such Person,
is, as of the Effective Time (as defined in the Merger Agreement), the
Beneficial Owner (as defined in the Rights Agreement) of 15% or more of the
then-outstanding Common Shares (as defined in the Rights Agreement), to be
deemed to have become an Acquiring Person unless and until such time as (A) such
Person or any Affiliate or Associate of such Person thereafter becomes the
Beneficial Owner of additional Common Shares representing 1% or more of the
then-outstanding Common Shares other than as a result of a stock dividend, stock
split or similar transaction effected by the Company in which all holders of
Common Shares are treated equally, or (B) any other Person who is the Beneficial
Owner of Common Shares representing 1% or more of the then-outstanding Common
Shares thereafter becomes an Affiliate or Associate of such Person. The Company
also amended the terms of the Rights Agreement so that any redemption of the
Rights (as defined in the Rights Agreement) or any supplement, modification,
amendment or waiver of any provision of the Rights Agreement by the Company
would not be effective unless such supplement, modification, amendment or waiver
is approved by not less than 80% of the members of the Board of Directors then
in office.
Item 2. Exhibits
The following exhibit is filed as part of this Form 8-A/A:
Exhibit No. Title
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4.1 Amendment No. 2, dated as of September 18, 1998, to the
Rights Agreement, dated as of September 29, 1995 (as
amended by Amendment No. 1 thereto dated November 18,
1996), between ABC Rail Products Corporation and LaSalle
National Trust, N.A., as Rights Agent.
2
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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, thereunto duly authorized.
ABC RAIL PRODUCTS CORPORATION
By: /s/ Robert W. Willmschen
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Name: Robert W. Willmschen
Title: Executive Vice President
and Chief Financial Officer
Dated: September 24, 1998
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EXHIBIT INDEX
Exhibit No. Title
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4.1 Amendment No. 2, dated as of September 18, 1998, to
the Rights Agreement, dated as of September 29, 1995
(as amended by Amendment No. 1 thereto dated
November 18, 1996), between ABC Rail Products
Corporation and LaSalle National Trust, N.A., as
Rights Agent.
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Exhibit 4.1
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AMENDMENT NO. 2 TO THE RIGHTS AGREEMENT
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Amendment No. 2, dated as of September 18, 1998 (this "Amendment No. 2"),
to the Rights Agreement, dated as of September 29, 1995, between ABC Rail
Products Corporation, a Delaware corporation (the "Company") and La Salle
National Trust, N.A., a national banking association (the "Rights Agent").
W I T N E S S E T H :
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WHEREAS, the Company and the Rights Agent are parties to that certain
Rights Agreement, dated as of September 29, 1995, and amended on November 18,
1996 (as so amended, the "Rights Agreement");
WHEREAS, the Company, ABCR Acquisition Sub, Inc., a Delaware corporation
and a wholly-owned subsidiary of the Company, and NACO, Inc., a Delaware
corporation ("NACO"), intend to enter into an Agreement and Plan of Merger,
dated as of the date hereof (the "Merger Agreement");
WHEREAS, NACO will not enter into the Merger Agreement unless the Company
and its Board of Directors first shall have taken all necessary and appropriate
action so that the Rights Agreement will be inapplicable to the Merger Agreement
and the consummation of the transactions contemplated thereby; and
WHEREAS, pursuant to and in compliance with the provisions of Section 27 of
the Rights Agreement, the Company and the Rights Agent desire to amend the
Rights Agreement as hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and agreements herein
contained, the Company and the Rights Agent agree as follows:
SECTION I. Defined Terms. Capitalized terms used but not defined herein
shall have the meanings given to such terms in the Rights Agreement.
SECTION II. Amendments to the Rights Agreement.
2.01. Section 1 of the Rights Agreement is amended by adding the
following between the definitions of "Final Expiration Date" and "Person" on
page 7:
" 'Merger Agreement' shall mean the Agreement and Plan of Merger,
dated as of September 18, 1998, among NACO, Inc., a Delaware
corporation ("NACO"), ABC Rail Products Corporation, a Delaware
corporation ("ABC"), and ABCR Acquisition Sub, Inc., a Delaware
corporation and a wholly-owned subsidiary of ABC ("Merger
Subsidiary")."
2.02. Section 1 of the Rights Agreement is hereby amended by adding
the following new paragraph at the end of that Section:
"Notwithstanding anything in this Agreement to the contrary,
(i) none of NACO or any of its permitted assignees or transferees
shall be deemed an Acquiring Person, and none of a Distribution Date,
a Shares Acquisition Date, a Triggering Event or an event described in
the first clause (i) or the first clause (ii) of Section 34(b) shall
be deemed to occur or to have occurred, in each such case, by reason
of the approval, execution or delivery of the Merger Agreement, the
consummation of the Merger (as defined in the Merger Agreement) or the
consummation of the other transactions contemplated by the Merger
Agreement and (ii) any Person (other than the Company, any Subsidiary
of the Company, any employee benefit plan of the Company or of any
Subsidiary of the Company, or any Person for or pursuant to the
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terms of any such plan) who or which, together with all Affiliates and
Associates of such Person, is, as of the Effective Time (as defined in the
Merger Agreement), the Beneficial Owner of 15% or more of the then-
outstanding Common Shares, shall not be deemed to have become an Acquiring
Person unless and until such time as (A) such Person or any Affiliate or
Associate of such Person thereafter becomes the Beneficial Owner of
additional Common Shares representing 1% or more of the then-outstanding
Common Shares other than as a result of a stock dividend, stock split or
similar transaction effected by the Company in which all holders of Common
Shares are treated equally or (B) any other Person who is the Beneficial
Owner of Common Shares representing 1% or more of the then-outstanding
Common Shares thereafter becomes an Affiliate or Associate of such Person."
2.03. Section 27 of the Rights Agreement is hereby amended by adding
the following new sentence at the end of that Section:
"Notwithstanding anything in this Agreement to the contrary (and in
addition to the requirements set forth in Section 34(b)), any redemption of
the Rights or any supplement, modification, amendment or waiver of any
provision hereunder by the Company shall not be effective unless such
supplement, modification, amendment or waiver is approved by not less than
80% of the members of the Board of Directors then in office."
2.04. Exhibits B and C to the Rights Agreement are hereby amended in a
manner consistent with this Amendment No. 2.
SECTION III. Miscellaneous.
3.01. Governing Law. This Amendment No. 2 shall be deemed to be made
under the laws of the State of Delaware and for all purposes shall be governed
by and construed in accordance with the laws of the State of Delaware applicable
to contracts to be made and performed entirely within the state of Delaware.
3.02. Counterparts. This Amendment No. 2 may be executed in any number
of counterparts and 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.
3.03. Descriptive Headings. Descriptive headings of the several
Sections of this Amendment No. 2 have been inserted for convenience only and
shall not control or affect the meaning or construction of any of the provisions
hereof.
3.04. Ratification. This Amendment No. 2 is limited as specified and
shall not constitute a modification, acceptance, consent or waiver of any other
provision of the Rights Agreement. The Rights Agreement, including the Exhibits
thereto, as hereby amended is in all respects ratified and confirmed, and all
rights and powers created thereby or thereunder shall be and remain in full
force and effect. From and after the date hereof, all references in the Rights
Agreement, the Exhibits thereto and all other documents related to the Rights
Agreement shall be deemed to be references to the Rights Agreement after giving
effect to this Amendment No. 2.
3.05. Effectiveness. This Amendment No. 2 shall be effective as of,
and immediately prior to, the execution and delivery of the Merger Agreement.
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IN WITNESS WHEREOF, the parties have caused this Amendment No. 2 to be duly
executed and attested, all of the day and year first above written.
Attest: ABC Rail Products Corporation
By: /s/ Lynn Gregory By: /s/ Robert W. Willmschen
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Name: Lynn Gregory Name: Robert W. Willmschen
Title: Executive Assistant Title: Executive Vice President
and Chief Financial
Officer
Attest: La Salle National Trust, N.A.
By: /s/ Pamela Ristau By: /s/ Sarah H. Webb
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Name: Pamela Ristau Name: Sarah H. Webb
Title: Assistant Secretary Title: First Vice President
