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-NACO INC.
(Exact name of registrant as specified in its charter)
Delaware 36-3498749
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2001 Butterfield Road, Suite 502
Downers Grove, Illinois 60515
(Address of principal executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class to be so registered Name of each exchange on which
each class is to be registered
None N/A
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), 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), check the following box. [X]
Securities Act registration statement file number to which this form relates:
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 March 8, 2000 ABC-NACO Inc. (the "Company") entered into Amendment No. 3
to the Rights Agreement, dated as of September 29, 1995 (as amended by Amendment
No. 1 thereto dated November 18, 1996 and Amendment No. 2 thereto dated
September 18, 1998) (the "Rights Agreement") between the Company and LaSalle
National Bank Association, as successor to LaSalle National Trust, N.A.(the
"Rights Agent"). The Board of Directors of the Company approved the amendment
on February 23, 2000.
The Company adopted the amendment in connection with its sale of a series
of its Preferred Stock to certain investors affiliated with Furman Selz (the
"Investors") pursuant to a Preferred Stock Purchase Agreement dated as of
February 18, 2000 by and among the Company and the Investors. The Company and
the Investors desired that the Rights Agreement be inapplicable to certain
future acquisitions of the Company's common stock by affiliates of the Investors
solely in their capacity as a market-maker in the Company's securities in
accordance with the rules of the National Association of Securities Dealers,
Inc. Accordingly, the Company and the Rights Agent amended the definition of
"Acquiring Person" in the Rights Agreement to exclude from such definition any
person who becomes a beneficial owner of any additional common stock of the
Company solely as a result of its market-making activities in the Company's
securities undertaken solely in its capacity as a market-maker in accordance
with the rules of the National Association of Securities Dealers, Inc. Pursuant
to the amended definition, such person is not deemed an "Acquiring Person" until
it becomes the beneficial owner of 25% or more of the Company's common stock and
thereafter remains a beneficial owner of 25% or more of the Company's common
stock.
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. 3, dated as of March 8, 2000, to the Rights
Agreement, dated as of September 29, 1995 (as amended by
Amendment No. 1 thereto dated November 18, 1996 and
Amendment No. 2 thereto dated September 18, 1998),
between ABC-NACO Inc. and LaSalle Bank National Associa-
tion, as successor to LaSalle National Trust N.A., as
Rights Agent.
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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.
ABC-NACO INC.
By: /s/ James P. Singsank
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Name: James P. Singsank
Title: Senior Vice President and Chief Financial Officer
Dated: March 17, 2000
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EXHIBIT INDEX
Exhibit No. Title
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4.1 Amendment No. 3, dated as of March 8, 2000, to the Rights
Agreement, dated as of September 29, 1995 (as amended by
Amendment No. 1 thereto dated November 18, 1996 and
Amendment No. 2 thereto dated September 18, 1998),
between ABC-NACO Inc. and LaSalle Bank National Associa-
tion, as successor to LaSalle National Trust N.A., as
Rights Agent.
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EXHIBIT 4.1
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AMENDMENT NO. 3 TO THE RIGHTS AGREEMENT
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This Amendment No. 3, dated as of March 8, 2000 (this "Amendment No. 3"),
is to the Rights Agreement, dated as of September 29, 1995, between ABC-NACO
Inc., a Delaware corporation (the "Company"), and LaSalle Bank National
Association, as successor to LaSalle National Trust, N.A., a national banking
association (the "Rights Agent").
WITNESSETH:
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 and September 18, 1998 (as so amended, the "Rights Agreement"); and
WHEREAS, the Company intends to issue and sell a series of its Preferred
Stock to certain investors affiliated with Furman Selz (the "Investors")
pursuant to that certain Preferred Stock Purchase Agreement dated as of February
18, 2000 by and among the Company and the Investors; and
WHEREAS, the Rights Agreement is inapplicable to the issuance and sale of
the Preferred Stock to the Investors, insofar as the definition of "Acquiring
Person" specifically excludes the acquisition of "newly-issued Common Shares
directly from the Company;" and
WHEREAS, the Company and the Investors desire that the Rights Agreement be
inapplicable to certain future acquisitions of shares of the Company's Common
Stock by affiliates of the Investors solely in their capacity as a market-maker
in the Company's securities in accordance with the rules of the National
Association of Securities Dealers, Inc.; 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. Amendment to the Rights Agreement.
2.01. The definition of "Acquiring Person" in Section I of the Rights
Agreement is amended by adding the following language at the end of the first
proviso of the second sentence of the definition of "Acquiring Person:"
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", except that if such Person becomes the Beneficial Owner of any additional
Common Shares solely as a result of its market-making activities in the
Company's securities undertaken solely in its capacity as a market-maker in
accordance with the rules of the National Association of Securities Dealers,
Inc., then such Person shall not be deemed to be an Acquiring Person until it
becomes the Beneficial Owner of 25% or more of the Common Shares of the Company
(and thereafter remains a Beneficial Owner of 25% or more of the Common Shares
of the Company);"
SECTION III. Miscellaneous.
3.01 Governing Law. This Amendment No. 3 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. 3 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 several Sections of
this Amendment No. 3 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. 3 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. 3.
3.05 Effectiveness. This Amendment No. 3 shall be effective as of the
day and year first above written.
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IN WITNESS WHEREOF, the parties have caused this Amendment No. 3 to be duly
executed and attested as of the day and year first above written.
ABC-NACO INC.
By: /s/ James P. Singsank
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Name: James P. Singsank
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Title: Senior Vice President and Chief Financial Officer
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ATTEST:
By: /s/ Mark F. Baggio
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Name: Mark F. Baggio
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Title: Vice President, General Counsel and Secretary
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LASALLE BANK NATIONAL ASSOCIATION
By: /s/ Erik R. Benson
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Name: Erik R. Benson
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Title: Assistant Vice President
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ATTEST:
By: /s/ Alvita C. Griffin
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Name: Alvita C. Griffin
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Title: Assistant Secretary
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