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AMENDMENT NO. 1
TO
FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
CIMCO, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 33-0251163
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(State of incorporation or organization) (I.R.S. Employer
Identification No.)
265 Briggs Avenue,
Costa Mesa, California 92626
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(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
to be so registered each class is to be registered
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None
If this Form relates to the registration of a class of debt securities
and is effective upon filing pursuant to General Instruction A.(c)(1), please
check the following box / /
If this Form relates to the registration of a class of debt securities
and is to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box / /
Securities to be registered pursuant to Section 12(g) of the Act:
Series A Junior Participating Preferred Stock,
par value $.01 per share (the "Preferred Stock")
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(Title of Class)
Preferred Stock Purchase Rights (the "Rights")
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(Title of Class)
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This Amendment No. 1 amends and supplements the Form 8-A ("Form 8-A")
filed by the Company with the Securities and Exchange Commission on December
16, 1992. Except as otherwise expressly set forth herein, the information set
forth in the Form 8-A remains unchanged. Each capitalized term herein not
otherwise defined herein shall have the meaning ascribed thereto by the Form
8-A.
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
On December 19, 1995, the Company executed Amendment Number One (the
"Rights Amendment") to the Stockholder Rights Agreement, dated as of December 5,
1992, as amended (as so amended, the "Company Rights Agreement"), between the
Company and First Interstate Bank of California (the "Rights Agent"). The Rights
Amendment is being made pursuant to an Agreement and Plan of Merger dated as of
December 19, 1995 (the "Merger Agreement"), among Parent, Purchaser and the
Company, which provides, among other things, for the amendment of the Company
Rights Agreement upon the terms and subject to the conditions of the Merger
Agreement, The Merger Agreement relates to a tender offer (the "Offer") made by
Hanwest, Inc. ("Purchaser"), a Delaware corporation and a wholly-owned
subsidiary of M.A. Hanna Company, a Delaware corporation ("Parent") for all of
the Company's Common Stock, par value $.01 per share (the "Common Stock"),
including the associated stock purchase rights (the "Rights") issued pursuant to
the Company Rights Agreement (collectively, the "Shares") at a price of $10.50
per Share, net to the seller in cash, upon the terms and subject to the
conditions set forth in the Offer to Purchase dated December 27, 1995 (the
"Offer to Purchase") and the related Letter of Transmittal (which together
constitute the "Offer Documents"), and the subsequent merger (the "Merger") of
Purchaser with and into the Company, which will continue as the surviving
corporation following the Merger.
The Merger Agreement provides that, as of the execution and delivery of
the Merger Agreement, the Company Rights Agreement has been amended to provide
that the execution and delivery of the Merger Agreement and the Stockholder
Tender Agreement and the consummation of the transactions contemplated thereby
will not cause (a) Parent or Purchaser to become an "Acquiring Person" (as such
term is defined in the Company Rights Agreement), (b) the "Distribution Date"
(as such term is defined in the Company Rights Agreement) to occur, (c) the
provisions of Section 13(a) of the Company Rights Agreement to be applicable in
respect of capital stock of the Purchaser or the Parent or the capital stock of
any affiliate of the Purchaser or the Parent or (d) any adjustment under the
provisions of Section 11(a) of the Company Rights Agreement. Accordingly, the
Rights Amendment provides that neither Purchaser nor Parent, nor any Affiliate
nor any Associate of Purchaser or Parent, shall be deemed an "Acquiring Person;"
no "Distribution Date" (as such terms are defined in the Rights Agreement) shall
be deemed to have occurred; and Sections 11(a) and 13(a) provisions shall not
apply to Purchaser, Parent or their Affiliates or Associates, solely as the
result of the approval, execution or delivery of the Merger Agreement or the
Stockholder Tender Agreement (as defined in the Merger Agreement) or the
consummation of the transactions contemplated by the Merger Agreement or the
Stockholder Tender Agreement.
This summary description of the Rights Amendment does not purport to be
complete and is qualified in its entirety by reference to the Exhibits hereto,
each of which is incorporated herein by this reference. The Rights Agreement has
been filed with the Securities and Exchange Commission as an Exhibit to a
Registration Statement on Form 8-A filed December 16, 1992. A copy of the Rights
Agreement is available to stockholders from the Company free of charge. The
Rights Amendment is described in the Company's Solicitation/Recommendation
Statement on Schedule 14D-9 as filed by the Company with the Securities and
Exchange Commission on December 27, 1995 (including exhibits, the "Statement")
under Item 3.(b) under the heading "RIGHTS AGREEMENT" on pages 12 and 13 of the
Statement, which is hereby incorporated by reference. Such information is filed
herewith as an Exhibit. The Rights Amendment, which was previously filed as an
Exhibit to the Statement, is also incorporated herein by this reference.
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ITEM 2. EXHIBITS.
1. Rights Agreement, dated as of December 5, 1992, between the Company
and First Interstate Bank of California, as Rights Agent, which
includes: (i) as Exhibit A thereto a copy of the Certificate of
Designation, Preferences and Rights of Series A Junior
Participating Preferred Stock, (ii) as Exhibit B thereto the Form
of Rights Certificate, and (iii) Exhibit C thereto the Summary of
Rights to Purchase Preferred Stock. (Incorporated by reference to
Exhibit 1 to the Company's Registration Statement on Form 8-A filed
December 16, 1992.)
2. Amendment Number One to Rights Agreement, dated as of December 19,
1995, between the Company and First Interstate Bank of California,
as Rights Agent. (Incorporated by reference to Exhibit (c)(12) to
the Company's Solicitation/Recommendation Statement on Schedule
14D-9 as filed by the Company with the Securities and Exchange
Commission on December 27, 1995.)
3. Information under the heading "RIGHTS AGREEMENT" is incorporated by
reference to pages 12 and 13 of the Company's
Solicitation/Recommendation Statement on Schedule 14D-9 as filed by
the Company with the Securities and Exchange Commission on December
27, 1995.*
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* The incorporated information is filed herewith.
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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, thereunto duly authorized.
CIMCO, INC.
DATED: December 28, 1995 By: RUSSELL T. GILBERT
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Name: Russell T. Gilbert
Title: President and Chief Executive Officer
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EXHIBIT INDEX
Exhibit No. Description
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4.1 Rights Agreement, dated as of December 5, 1992, between the
Company and First Interstate Bank of California, as Rights Agent,
which includes: (i) as Exhibit A thereto a copy of the
Certificate of Designation, Preferences and Rights of Series A
Junior Participating Preferred Stock, (ii) as Exhibit B thereto
the Form of Rights Certificate, and (iii) Exhibit C thereto the
Summary of Rights to Purchase Preferred Stock. (Incorporated by
reference to Exhibit 1 to the Company's Registration Statement on
Form 8-A filed December 16, 1992.)
4.2 Amendment Number One to Rights Agreement, dated as of December
19, 1995, between the Company and First Interstate Bank of
California, as Rights Agent. (Incorporated by reference to
Exhibit (c)(12) to the Company's Solicitation/Recommendation
Statement on Schedule 14D-9 as filed by the Company with the
Securities and Exchange Commission on December 27, 1995.)
4.3 Information under the heading "RIGHTS AGREEMENT" is incorporated
by reference to pages 12 and 13 of the Company's
Solicitation/Recommendation Statement on Schedule 14D-9 as filed
by the Company with the Securities and Exchange Commission on
December 27, 1995.*
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* The incorporated information is filed herewith.
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