-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JW4nPCVcSidSca/Doji2+No3yMrHpe1qUGOsNcSjmKIeMrYbgG5GfJ0mJuw71n7R ymnBNWP/P8DCnni7pwredw== 0000949111-97-000062.txt : 19971217 0000949111-97-000062.hdr.sgml : 19971217 ACCESSION NUMBER: 0000949111-97-000062 CONFORMED SUBMISSION TYPE: 8-A12G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19971216 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: OREGON METALLURGICAL CORP CENTRAL INDEX KEY: 0000074856 STANDARD INDUSTRIAL CLASSIFICATION: ROLLING DRAWING & EXTRUDING OF NONFERROUS METALS [3350] IRS NUMBER: 930448167 STATE OF INCORPORATION: OR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12G/A SEC ACT: SEC FILE NUMBER: 000-01339 FILM NUMBER: 97739081 BUSINESS ADDRESS: STREET 1: 530 W 34TH AVE STREET 2: P O BOX 580 CITY: ALBANY STATE: OR ZIP: 97321 BUSINESS PHONE: 5039264281 MAIL ADDRESS: STREET 1: 530 34TH AVENUE SW STREET 2: PO BOX 580 CITY: ALBANY STATE: OR ZIP: 97321 8-A12G/A 1 AMENDMENT NO. 2 TO FORM 8-A AMENDMENT NO. 2 TO FORM 8-A SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(B) OR (G) OF THE SECURITIES EXCHANGE ACT OF 1934 OREGON METALLURGICAL CORPORATION (Exact name of registrant as specified in its charter) OREGON 93-0448167 -------------------------------------- ------------------------------------- (State of incorporation or organization) (I.R.S. Employer Identification Number) 530 34TH AVENUE, SW ALBANY, OREGON 97321-0177 -------------------------------------- ------------------------------------- (Address of principal executive offices) (Zip Code) Securities to be registered pursuant to Section 12(b) of the Act: NONE. 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 to be registered pursuant to Section 12(g) of the Act: RIGHTS TO PURCHASE COMMON STOCK (Title of Class) ITEM 2. EXHIBITS. Exhibit Number Exhibit -------------- ------- 1 Rights Agreement (including a Form of Rights Certificate as Exhibit A and a Summary of Rights to Purchase Common Shares as Exhibit B) (Filed as Exhibit 1 to Amendment No. 1 to Form 8-A filed October 22, 1997.) 1.1 Amendment to Rights Agreement filed herewith. 2 SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereto duly authorized. OREGON METALLURGICAL CORPORATION By: /s/ Dennis P. Kelly ------------------------------ Dennis P. Kelly Its: Vice President, Finance and Chief Financial Officer 3 Exhibit Number Exhibit -------------- ------- 1 Rights Agreement (including a Form of Rights Certificate as Exhibit A and a Summary of Rights to Purchase Common Shares as Exhibit B) (Filed as Exhibit 1 to Amendment No. 1 to Form 8-A filed October 22, 1997.) 1.1 Amendment to Rights Agreement filed herewith. 4 EX-1 2 AMENDMENT TO RIGHTS AGREEMENT AMENDMENT TO RIGHTS AGREEMENT This Amendment to Rights Agreement (this "Amendment") is entered into as of October 31, 1997 between OREGON METALLURGICAL CORPORATION, an Oregon corporation (the "Company"), and CHASEMELLON SHAREHOLDER SERVICES, LLC (the "Rights Agent"). WHEREAS, upon the terms and subject to the conditions of that certain Rights Agreement dated as of December 12, 1996 and as amended as of July 24, 1997 (the "Rights Agreement"), between the Company and the Rights Agent, the Board of Directors of the Company has authorized the issuance of Rights; and WHEREAS, the Board of Directors of the Company has determined that it is in the best interests of the Company and its shareholders to amend the Rights Agreement as set forth herein immediately prior to and in connection with the execution and delivery of that certain Agreement and Plan of Merger, dated as of October 31, 1997, as the same may be from time to time amended, among Allegheny Teledyne Incorporated, a Delaware corporation, Sea Merger Inc., an Oregon corporation and a wholly-owned subsidiary of ATI, and the Company; and WHEREAS, there has been delivered to the Rights Agent a certificate from a duly authorized officer of the Company stating that this Amendment is in compliance with the terms of Section 26 of the Rights Agreement. NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby agree as follows: 1. Section 1(s) of the Rights Agreement is hereby amended to read in its entirety as follows: "(s) "Expiration Date" shall mean the earlier of (i) December 11, 2006 and (ii) the time immediately prior to the Effective Time (as defined in the Agreement and Plan of Merger, dated as of October 31, 1997, as the same may be from time to time amended (the "Merger Agreement"), among Allegheny Teledyne Incorporated, a Delaware corporation ("ATI"), Sea Merger, Inc., an Oregon corporation and a wholly-owned subsidiary of ATI, and the Company)." 2. The Rights Agreement is hereby amended by adding Section 35 as follows: "SECTION 35. ATI TRANSACTIONS. Notwithstanding anything contained in this Rights Agreement to the contrary, no Distribution Date, Share Acquisition Date or Triggering Event shall be deemed to have occurred, neither ATI nor any Affiliate or Associate of ATI shall be deemed to have become an Adverse Person, Acquiring Person or Interested Shareholder and no holder of Rights shall be entitled to exercise such Rights under or be entitled to any rights under this Rights Agreement, including pursuant to Section 7, 11 or 13 of this Rights Agreement, by reason of (x) the approval, execution, delivery or effectiveness of the Merger Agreement or (y) the consummation of any of the transactions contemplated by the Merger Agreement in accordance with the terms thereof or the taking of any action by any party thereto or any Affiliate or Associate thereof to facilitate the consummation of any such transactions." 3. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Rights Agreement. 4. This Amendment shall be deemed effective as of October 31, 1997, as if executed by both parties on such date. Except as amended hereby, the Rights Agreement shall remain unchanged and shall remain in full force and effect. 5. This Amendment may be executed in two counterparts, each of which shall be an original, but both of which together shall constitute one instrument. 6. All exhibits to the Rights Agreement have been amended to conform with this Amendment to Rights Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective duly authorized representatives as of the date first above written. ATTEST: OREGON METALLURGICAL CORPORATION By: /s/ Dennis P. Kelly By: /s/ Carlos E. Aguirre ------------------------------------- ------------------------------ Name: Dennis P. Kelly Name: Carlos E. Aguirre ----------------------------------- ---------------------------- Title: Vice President, Finance Title: Chairman, President & Chief Financial Officer Chief Executive Officer --------------------------------- --------------------------- CHASEMELLON SHAREHOLDER SERVICES, LLC By: /s/ Pauline F. Skudler By: /s/ Dennis Treibel ------------------------------------- ------------------------------ Name: Pauline F. Skudler Name: Dennis Treibel ----------------------------------- ---------------------------- Title: Assistant Vice President Title: Assistant Vice President ---------------------------------- --------------------------- -----END PRIVACY-ENHANCED MESSAGE-----