UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A/A
(Amendment No. 2)
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12 (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Equity Corporation International
(Exact name of registrant as specified in its charter)
Delaware 75-2521142
(State of incorporation or organization) (I.R.S. Employer Identification No.)
415 South First Street, Suite 210
Lufkin, Texas 75901
(Address of principal executive office) (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
None
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Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $0.01 par value
Preferred Share Purchase Rights
(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered
Item 1 of the registrant's Form 8-A is hereby amended as follows:
The reference to the Registration Statement incorporated by reference
into Item 1 is hereby amended to refer to Amendment No. 4 to the Registration
Statement on Form S-1 (Reg. No. 33-82546) filed with the with Commission on
October 18, 1994 (the "Registration Statement"), and the description of
Preferred Share Purchase Rights set forth under "Description of Capital Stock --
Certain Anti-Takeovers, Limited Liability and Indemnification Provisions --
Rights Plan" contained in the prospectus filed with the Commission on October
18, 1994 as part of the Registration Statement, which is incorporated by
reference in answer to this Item 1, is hereby amended to delete Mr. Loftis and
Kanawha, L.L.C. as persons not considered Acquiring Persons.
Item 2. Exhibits
The following exhibits to this Registration Statement on Form 8-A,
which constitute all constituent instruments defining the rights of the holders
of the Company's Common Stock, including any contracts or other documents which
limit or qualify the rights of such holders, are either filed herewith or are
incorporated by reference from the documents specified, which have been filed
with the Securities and Exchange Commission.
*1. Amendment No. 4 to Registration Statement on Form S-1 (Reg. No.
33-82546) as filed with the Securities and Exchange Commission on
October 18, 1994.
*2. Form of Stock Certificate representing shares of Common Stock
(filed as Exhibit 4.1 to the Registration Statement and
incorporated herein by reference).
*3. Form of Amended and Restated Certificate of Incorporation (filed
as Exhibit 3.2 to the Registration Statement and incorporated
herein by reference).
*4. Form of Amended and Restated Bylaws (filed as Exhibit 3.4 to the
Registration Statement and incorporated herein by reference).
*5. Form of Stockholder Rights Agreement, dated as of , 1994, between
the registrant and American Stock Transfer & Trust Company, as
Rights Agent (filed as Exhibit 4.2 to the Registration Statement
and incorporated herein by reference).
6. First Amendment to Stockholder Rights Agreement, dated September
10, 1996, between the registrant and American Stock Transfer &
Trust Company, as Rights Agent.
*7. Form of Rights Certificate (filed as Exhibit B to Exhibit 4.2 to
the Registration Statement and incorporated herein by reference).
*8. Form of Certificate of Designation of Series One Junior
Participating Preferred Stock (filed as Exhibit A to Exhibit 4.2
to the Registration Statement and incorporated herein by
reference).
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*Previously filed
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<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, as amended, the Registrant has duly caused this Amendment No. 2 to
the Company's Registration Statement on Form 8-A/A to be signed on its behalf by
the undersigned, thereunto duly authorized.
EQUITY CORPORATION INTERNATIONAL
By: /s/ W. Cardon Gerner
W. Cardon Gerner,
Senior Vice President and
Chief Financial Officer
Dated: September 11, 1996
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<PAGE>
EXHIBIT INDEX
Exhibit No.
*1. Amendment No. 4 to Registration Statement on Form S-1 (Reg. No.
33-82546) as filed with the Securities and Exchange Commission on
October 18, 1994.
*2. Form of Stock Certificate representing shares of Common Stock
(filed as Exhibit 4.1 to the Registration Statement and
incorporated herein by reference).
*3. Form of Amended and Restated Certificate of Incorporation (filed
as Exhibit 3.2 to the Registration Statement and incorporated
herein by reference).
*4. Form of Amended and Restated Bylaws (filed as Exhibit 3.4 to the
Registration Statement and incorporated herein by reference).
*5. Form of Stockholder Rights Agreement, dated as of , 1994, between
the registrant and American Stock Transfer & Trust Company, as
Rights Agent (filed as Exhibit 4.2 to the Registration Statement
and incorporated herein by reference).
6. First Amendment to Stockholder Rights Agreement, dated September
10, 1996, between the registrant and American Stock Transfer &
Trust Company, as Rights Agent.
*7. Form of Rights Certificate (filed as Exhibit B to Exhibit 4.2 to
the Registration Statement and incorporated herein by reference).
*8. Form of Certificate of Designation of Series One Junior
Participating Preferred Stock (filed as Exhibit A to Exhibit 4.2
to the Registration Statement and incorporated herein by
reference).
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*Previously filed
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EXHIBIT 6
FIRST AMENDMENT
TO
STOCKHOLDER RIGHTS AGREEMENT
This First Amendment to the Stockholder Rights Agreement (this
"Amendment") between Equity Corporation International, a Delaware corporation
(the "Company"), and American Stock Transfer & Trust Company, a New York
corporation, as Rights Agent (the "Rights Agent"), is dated as of September 10,
1996.
RECITALS:
WHEREAS, the Company and the Rights Agent have previously entered into
a Stockholder Rights Agreement dated as of October 13, 1994 (the "Stockholder
Rights Agreement"); and
WHEREAS, Section 26 of the Stockholder Rights Agreement provides that
prior to the Distribution Date (as defined therein) and subject to certain
exceptions, the Company and the Rights Agent shall, if the Company's Board of
Directors (including a majority of the Continuing Directors (as defined therein)
so directs, supplement or amend any provision of the Stockholders Rights
Agreement without the approval of any holders of certificates representing the
Company's Common Shares (as defined therein); and
WHEREAS, the date of this Amendment is prior to the Distribution Date;
and
WHEREAS, the Board of Directors of the Company (including a majority of
the Continuing Directors) has directed that the Company and the Rights Agent
amend the Stockholder Rights Agreement pursuant to this Amendment;
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the adequacy and receipt of which are hereby
acknowledged, the parties hereby agree as follows:
1. The definition of "Acquiring Person" in Section 1(a) of the
Stockholder Rights Agreement shall be amended and restated in its entirety to
read as follows:
"Acquiring Person" shall mean any Person (as such term is
hereinafter defined) who or which, together with all
Affiliates and Associates (as such terms are hereinafter
defined) of such Person, shall be the Beneficial Owner (as
such term is hereinafter defined) of 20% or more of the
Common Shares of the Company then outstanding, but shall not
include (i) the Company, (ii) any Subsidiary (as such term
is hereinafter defined) of the Company, (iii) any employee
benefit plan of the Company or any Subsidiary of the Company
or any Person or
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entity holding shares of capital stock of the Company for or
pursuant to the terms of any such plan, in its capacity as
an agent or trustee for any such plan, (iv) Service
Corporation International, a Texas corporation ("SCI") or
(v) any Affiliate or Associate of SCI. Notwithstanding the
foregoing, no Person shall become an "Acquiring Person" as
the result of an acquisition of Common Shares by the Company
which, by reducing the number of shares outstanding,
increases the proportionate number of shares beneficially
owned by such Person to 20% or more of the Common Shares of
the Company then outstanding; provided, however, that if a
Person shall become the Beneficial Owner of 20% or more of
the Common Shares of the Company then outstanding by reason
of share purchases by the Company and shall, after such
share purchases by the Company, become the Beneficial Owner
of any additional Common Shares of the Company, then such
Person shall be deemed to be an "Acquiring Person."
2. Section 3(a) of the Stockholder Rights Agreement shall be amended
and restated in its entirety to read as follows:
"(a) Until the earlier of (i) the close of business on the 30th
day after the Shares Acquisition Date and (ii) the close of
business on the 30th day after the date that a tender or
exchange offer by 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 entity
holding shares of capital stock of the Company for or
pursuant to the terms of any such plan, in its capacity as
an agent or trustee for any such plan, SCI or any Affiliate
or Associate of SCI) is first published or sent or given
within the meaning of Rule 14d-2(a) (or any successor rule)
of the General Rules and Regulations under the Exchange Act,
the consummation of which would result in any Person
becoming the Beneficial Owner of Common Shares aggregating
20% or more of the then outstanding Common Shares (including
any such date which is after the date of this Agreement and
prior to the issuance of the Rights; the earlier of such
dates being herein referred to as the "Distribution Date"),
(x) the Rights will be evidenced (subject to the provisions
of paragraph (b) of this Section 3) by the certificates for
Common Shares registered in the names of the holders thereof
(which certificates for Common Shares shall also be deemed
to be certificates for the Rights) and not by separate
certificates, and (y) the Rights and interests therein will
be transferable only in connection with the transfer of the
associated Common Shares. As soon as practicable after the
Distribution Date, the Company will prepare and execute, the
Rights Agent will countersign, and the Company will send or
cause to be sent (and the Rights Agent will, if requested,
send) by first-class, insured, postage-prepaid mail, to each
record holder of Common Shares as of the close of business
on the Distribution Date, at the address of such holder
shown on the records of the Company, one or more Rights
certificates, in substantially the form of Exhibit B hereto
(a "Rights Certificate"), evidencing one Right for each
Common Share so held, subject to adjustment as provided
herein. In the event that an adjustment in the number of
Rights per Common Share has been made pursuant to Section
11(n) hereof, then at the time ofdistribution of the Rights
Certificates, the Company shall make the necessary and
appropriate rounding adjustments (in accordance with Section
14(a) hereof) so that Rights
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Certificates representing only whole numbers of Rights are
distributed and cash is paid in lieu of any fractional
Rights. As of and after the Distribution Date, the Rights
will be evidenced solely by such Rights Certificates."
3. Section 11(a)(ii) of the Stockholder Rights Agreement shall be
amended and restated in its entirety to read as follows:
"(ii) In the event that any Person (other than (i) the Company,
(ii) any Subsidiary of the Company, (iii) any employee
benefit plan of the Company or of any Subsidiary of the
Company or any Person or entity holding shares of capital
stock of the Company for or pursuant to the terms of any
such plan, in its capacity as an agent or trustee for any
such plan, (iv) SCI or (v) any Affiliate or Associate of
SCI), alone or together with its Affiliates and Associates,
shall, at any time after the Rights Dividend Declaration
Date, become an Acquiring Person, then, promptly following
the first occurrence of such event, proper provision shall
be made so that each holder of a Right (except as provided
in Section 7(e) hereof) shall thereafter have the right to
receive, upon exercise thereof at the then current Purchase
Price in accordance with the terms of this Agreement and in
lieu of Preferred Share Fractions, such number of Common
Shares of the Company as shall equal the result obtained by
(x) multiplying the then current Purchase Price by the then
number of Preferred Share Fractions for which a Right is
then exercisable and (y) dividing that product (which shall
thereafter be referred to as the "Purchase Price" for each
Right and for all purposes of this Agreement) by 50% of the
then current market price (determined pursuant to Section
11(d) hereof) per Common Share on the fifth day after the
date on which a Person has become an Acquiring Person, or
the fifth day after the Shares Acquisition Date, whichever
market price shall be less (such number of shares being
hereinafter referred to as the "Adjustment Shares"). In the
event that any Person shall become an Acquiring Person and
the Rights shall then be outstanding, the Company shall not
take any action that would eliminate or diminish the
benefits intended to be afforded by the Rights."
4. Section 24(a) of the Stockholder Rights Agreement shall be amended
and restated in its entirety to read as follows:
"(a) In case the Company shall propose (i) to pay any dividend
payable in stock of any class to the holders of its
Preferred Shares or to make any other distribution to the
holders of its Preferred Shares (other than a regular
periodic cash dividend at a rate not in excess of 125% of
the rate of the last regular periodic cash dividend
theretofore paid), or (ii) to offer to the holders of its
Preferred Shares rights or warrants to subscribe for or to
purchase any additional Preferred Shares or shares of stock
of any class or any other securities, rights or options, or
(iii) to effect any reclassification of its Preferred Shares
(other than a reclassification involving only the
subdivision of outstanding Preferred Shares), or (iv) to
effect any consolidation or merger into or with, or to
effect any sale or other transfer (or to permit one or more
of its Subsidiaries to effect any sale or other transfer),
in one or more transactions, of more than 50% of the assets
or earning power of the Company and its
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Subsidiaries (taken as a whole) to any other Person, or (v)
to effect the liquidation, dissolution or winding up of the
Company, or (vi) to declare or pay any dividend on the
Common Shares payable in Common Shares or to effect a
subdivision, combination or consolidation of the Common
Shares (by reclassification or otherwise than by payment of
dividends in Common Shares), then, in each such case, the
Company shall give to the Rights Agent and to each holder of
a Rights Certificate, in accordance with Section 25 hereof,
a notice of such proposed action, which shall specify the
record date for the purposes of such stock dividend,
distribution of rights or warrants, or the date on which
such reclassification, consolidation, merger, sale,
transfer, liquidation, dissolution, or winding up is to take
place and the date of participation therein by the holders
of the Common Shares and/or Preferred Shares, if any such
date is to be fixed, and such notice shall be so given in
the case of any action covered by clause (i) or (ii) above
at least ten days prior to the record date for determining
holders of the Preferred Shares for purposes of such action,
in the case of any action covered by clause (vi) above at
least ten days prior to the record date for determining
holders of the Common Shares for purposes of such action,
and in the case of any such other action, at least ten days
prior to the date of the taking of such proposed action or
the date of participation therein by the holders of the
Common Shares and/or Preferred Shares, whichever shall be
the earlier."
5. The last sentence and paragraph of Section 25 of the Stockholders
Rights Agreement shall be amended and restated to read as follows:
"Notices or demands authorized by this Agreement to be given
or made by the Company or the Rights Agent to the holder of
any Rights Certificate shall be sufficiently given or made
if sent by first-class mail, postage-prepaid, addressed to
such holder at the address of such holder as shown on the
registry books of the Company, or, with respect to clause
(vi) of Section 24(a), at the option of the Company, if
given or made instead by publication in the Wall Street
Journal."
6. Except as amended by this Amendment, the Stockholder Rights
Agreement shall remain in full force and effect.
7. This Amendment 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.
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed as of the day and year first above written.
EQUITY CORPORATION INTERNATIONAL
By: /s/ James P. Hunter, III
Name: James P. Hunter, III
Title: Chairman, President & Chief Executive
Officer
AMERICAN STOCK TRANSFER &
TRUST COMPANY
By: /s/ Herbert J. Lemmer
Name: Herbert J. Lemmer
Title: Vice President
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