UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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
Gradall Industries, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 36-3381606
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(State of Incorporation or Organization) (I.R.S. Employer Identification no.)
406 Mill Avenue S.W.,
New Philadelphia, OH
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(Address of Principal Executive Offices) (Zip Code)
If this form relates to the registration If this form relates to the
of a class of securities pursuant to registration of a class of
Section 12(b) of the Exchange Act and is securities pursuant to Section
effective pursuant to General 12(g) of the Exchange Act and is
Instruction A.(c), please check effective pursuant to General
the following box. Instruction A.(d), please check
(x) the following box. ( )
Securities Act registration statement file number to which this form
relates: 333-06777
Securities to be registered pursuant to Section 12(b) of the Act: None.
Securities to be registered pursuant to Section 12(g) of the Act: None.
Item 1. Description of Registrants' Securities to be Registered.
On May 10, 1999, Gradall Industries, Inc. (the "Company"), JLG Industries,
Inc., a Pennsylvania corporation ("Parent") and JLG Acquisition Corp., a
Delaware corporation ("Merger Subsidiary"), entered into an Agreement and
Plan of Merger (the "Merger Agreement") pursuant to which, among other
things, Merger Subsidiary has commenced a cash tender offer (the "Offer")
to purchase all of the outstanding shares of common stock, par value $.001
per share (the "Common Stock") of the Company together with the associated
Rights (as defined below). Following the consummation of the Offer, and
subject to the satisfaction of certain conditions, the Merger Subsidiary
will merge with and into the Company (the "Merger"). In connection with
the Merger Agreement, certain stockholders of the Company also entered
into stockholder agreements pursuant to which such stockholders agreed,
among other things, (i) to tender his shares of Common Stock pursuant to
the Offer and (ii) grant to Merger Subsidiary an irrevocable proxy to vote
his Common Stock in favor of the Merger, the Merger Agreement and the
transactions contemplated thereby and against any proposal adverse to the
Merger (the "Stockholders Agreements"). In order to effectuate the Merger,
the Merger Agreement requires the Company to amend the Rights Agreement
dated May 29, 1998 between the Company and ChaseMellon Shareholder
Services, L.L.C. ("Rights Agent") providing for the terms and conditions
under which the stockholders of the Company may exercise the right to
purchase one one-hundredth of a share of the Company's Series B
Participating Preferred Stock (the "Rights"). The description and terms of
the Rights are set forth in the Rights Agreement and is incorporated
herein by reference to Exhibit 1 hereto.
The amendment to the Rights Agreement between the Company and the Rights
Agent was entered into on May 11, 1999 (the "Rights Plan Amendment"). The
Rights Plan Amendment, among other things, (i) renders the Rights
Agreement inapplicable to the Offer, the Merger and other transactions
contemplated under the Merger Agreement or the Stockholders Agreements;
and (ii) provides that (a) neither Parent, Merger Subsidiary nor any of
their respective affiliates will become an Acquiring Person (as defined in
the Rights Agreement) pursuant to the Rights Agreement, (b) a Distribution
Date (as defined in the Rights Agreement) will not occur, and (c) a Stock
Acquisition Date (as defined in the Rights Agreement) will not occur, in
each case, by reason of execution of the Merger Agreement, the
commencement or completion of the Offer, the consummation of the Merger or
other transactions contemplated under the Merger Agreement or the
Stockholders Agreements; provided, however, that in the event Parent,
Merger Subsidiary or any of their respective affiliates becomes the
Beneficial Owner (as defined in the Rights Agreement) of 15% or more of
the Common Stock other than pursuant to the Offer, the Merger Agreement or
the Stockholders Agreements, then the forgoing provisions do not apply. In
addition, the Rights Agreement was amended to provide that the Rights
Agent will in no case be liable for special, indirect, punitive,
incidental or consequential loss or damages of any kind (including without
limitation lost profits), even if the Rights Agent has been advised of the
possibility of such damages. The foregoing is only a summary of the Rights
Plan Amendment and does not purport to be complete and is qualified in its
entirety by reference to the complete text of the Rights Plan Amendment, a
copy of which is filed as Exhibit 2 hereto and is incorporated herein by
reference.
Item 2. Exhibits.
1. Rights Agreement dated as of May 29, 1998 between the Company and
ChaseMellon Shareholder Services, L.L.C., as Rights Agent --
incorporated by reference to Exhibit 1 of the Company's Registration
Statement on Form 8-A dated June 4, 1998.
2. Amendment No. 1 to Rights Agreement dated as of May 11, 1999 between
the Company and Chase Mellon Shareholder Services, L.L.C., 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.
GRADALL INDUSTRIES, INC.
By: /s/ Bruce A. Jonker
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Name: Bruce A. Jonker
Title: Vice President and
Chief Financial Officer
Date: May 25, 1999
Exhibit Index
Exhibit
No. Description
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1 Rights Agreement dated as of May 29, 1998 between the
Company and ChaseMellon Shareholder Services, L.L.C.,
as Rights Agent - incorporated by reference to
Exhibit 1 of the Company's Registration Statement on
Form 8-A dated
June 4, 1998.
2 Amendment No. 1 to Rights Agreement dated as of May
11, 1999, between the Company and ChaseMellon
Shareholder Services, L.L.C., as Rights Agent.