8-A12B/A 1 f81282e8-a12ba.txt ABM INDUSTRIES FORM 8-A/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- FORM 8-A/A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 ABM INDUSTRIES INCORPORATED -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) DELAWARE 94-1369354 ------------------------------------------------ ------------------- (State of incorporation or organization) (I.R.S. Employer Identification No.) 160 PACIFIC AVENUE, SUITE 222, SAN FRANCISCO, CA 94111 ------------------------------------------------ ------------------ (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 each to be so registered class is to be registered ------------------- ----------------------------------- Preferred Stock Purchase Rights New York Stock Exchange --------------------------------- ----------------------------------- --------------------------------- ----------------------------------- If this form relates to the If this form relates to the registration of a class of registration of a class of securities pursuant to Section securities pursuant to Section 12(b) of the Exchange Act and is 12(g) of the Exchange Act and is effective pursuant to General effective pursuant to General Instruction A.(c), check the Instruction A.(d), check the following box. [X] following box. [ ] Securities Act registration statement file number to which this form relates: N/A (if applicable) Securities to be registered pursuant to Section 12(g) of the Act: N/A -------------------------------------------------------------------------------- (Title of Class) -------------------------------------------------------------------------------- (Title of Class) This amended Form 8-A is being filed to amend the Form 8-A registration statement of ABM Industries Incorporated (the "Company") originally filed with the Securities and Exchange Commission on March 18, 1998. ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. Item 1 is hereby amended by adding the following paragraph: As a result of a stock split of the Company's Common Stock, effected in the form of a 100% stock dividend, the Company has entered into an amendment (the "First Amendment") to the Rights Agreement dated as of March 17, 1998, (the "Rights Agreement"), between the Company and Mellon Investor Services LLC (the "Rights Agent" as successor to ChaseMellon Shareholder Services, L.L.C.). The First Amendment, entered into by and between the Company and the Rights Agent, amends the Rights Agreement, effective as of May 6, 2002 to (i) decrease the fraction of a share of Preferred Stock that may be purchased with each Right or that may be issued by the Company in exchange for Rights in accordance with the terms of the Rights Agreement from one one-thousandth of a share of Preferred Stock to one two-thousandth of a share of Preferred Stock, and (ii) decrease the Redemption Price for such Rights from $.01 to $.005 per Right. The First Amendment is attached hereto as Exhibit C and is incorporated herein by reference. The foregoing description of the First Amendment is qualified in its entirety by reference to such Exhibit. The stock split of the Company's Common Stock will also, under the terms of the Rights Agreement, result in a decrease in the Exercise Price of the Rights from $175.00 to $87.50. ITEM 2. EXHIBITS. Item 2 is hereby amended by adding new Exhibit C as follows:
Exhibit No. Description ----------- ----------- C First Amendment to Rights Agreement, dated as of May 6, 2002, between ABM Industries Incorporated and Mellon Investor Services LLC, as successor Rights Agent.
2 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. Dated: May 6, 2002 ABM INDUSTRIES INCORPORATED (Registrant) By: /s/ Henrik C. Slipsager -------------------------- Henrik C. Slipsager President and Chief Executive Officer 3 EXHIBIT INDEX
Exhibit No. Description ----------- ----------- C First Amendment to Rights Agreement, dated as of May 6, 2002, between ABM Industries Incorporated and Mellon Investor Services LLC, as successor Rights Agent.