-----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, Htp36YXv8JalmvOycWqnI8KZrEAa4bsrCcR88tc7RiydDfMmc0klS8qb++PfCS00 bVsqL+2kKSXdwmvsbURFKQ== 0000913364-00-000012.txt : 20000320 0000913364-00-000012.hdr.sgml : 20000320 ACCESSION NUMBER: 0000913364-00-000012 CONFORMED SUBMISSION TYPE: 8-A12G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000317 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ABC NACO INC CENTRAL INDEX KEY: 0000913364 STANDARD INDUSTRIAL CLASSIFICATION: METAL FORGING & STAMPINGS [3460] IRS NUMBER: 363498749 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12G SEC ACT: SEC FILE NUMBER: 000-22906 FILM NUMBER: 572375 BUSINESS ADDRESS: STREET 1: 2001 BUTTERFIELD ROAD STREET 2: SUITE 502 CITY: DOWNES GROVE STATE: IL ZIP: 60515 BUSINESS PHONE: 3123224614 MAIL ADDRESS: STREET 1: 200 S MICHIGAN AVE STREET 2: SUITE 1300 CITY: CHICAGO STATE: IL ZIP: 60604 FORMER COMPANY: FORMER CONFORMED NAME: ABC RAIL PRODUCTS CORP DATE OF NAME CHANGE: 19931014 8-A12G 1 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 12(g) of the Securities Exchange Act of 1934 ================================================================== 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 ================================== (Title of Class) 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 =========== ===== 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. 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 ============================== Name: James P. Singsank Title: Senior Vice President and Chief Financial Officer Dated: March 17, 2000 EXHIBIT INDEX Exhibit No. Title =========== ===== 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. EX-4.1 2 EXHIBIT 4.1 ------------ AMENDMENT NO. 3 TO THE RIGHTS AGREEMENT --------------------------------------------- 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:" ", 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. 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 ---------------------- Name: James P. Singsank ------------------ Title: Senior Vice President and Chief Financial Officer ------------------------------------------------------- ATTEST: By: /s/ Mark F. Baggio --------------------- Name: Mark F. Baggio ---------------- Title: Vice President, General Counsel and Secretary -------------------------------------------------- LASALLE BANK NATIONAL ASSOCIATION By: /s/ Erik R. Benson --------------------- Name: Erik R. Benson ---------------- Title: Assistant Vice President -------------------------- ATTEST: By: /s/ Alvita C. Griffin ------------------------ Name: Alvita C. Griffin ------------------- Title: Assistant Secretary -------------------- -----END PRIVACY-ENHANCED MESSAGE-----