As filed with the Securities and Exchange Commission on December 1, 1998.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR 12(G) OF THE
SECURITIES EXCHANGE ACT OF 1934
Citation Corporation
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(Exact name of registrant as specified in its charter)
Delaware 63-0828225
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(State of Incorporation) (I.R.S. Employer Identification No.)
2 Office Park Circle, Suite 204
Birmingham, Alabama 35223
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(Address of principal executive offices) (Zip Code)
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If this Form relates to the registration If this Form relates to the
of a class of securities pursuant to Section registration of a class of
12(b) of the Exchange Act and is effective securities pursuant to Section
pursuant to General Instruction A.(c), 12(g) of the Exchange Act and is
please check the following box. [ ] effective pursuant to General
Instruction A.(d), please check
the following box. [x]
Securities Act Registration Statement File Number to which this Form relates:
Not Applicable
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(If applicable)
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 Not Applicable
Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Stock Purchase Rights
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(Title of Class)
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(Title of Class)
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
INTRODUCTION
On November 25, 1998, the Board of Directors of Citation Corporation (the
"Company") declared a dividend of one preferred stock purchase right (a "Right")
for each outstanding share of common stock, par value $.01 per share, of the
Company (the "Common Shares"). The dividend is payable on December 7, 1998 (the
"Record Date") to the stockholders of record on that date. The description and
terms of the Rights are set forth in an Agreement (the "Agreement") between the
Company and The Bank Of New York, as Rights Agent (the "Rights Agent").
PURCHASE PRICE
Each Right entitles the registered holder to purchase from the Company one
one-hundredth (1/100) of a share of the Company's Series A Junior Participating
Preferred Stock, without par value (the "Preferred Stock"), at a price of $45.00
per one one-hundredth of a Preference Share (the "Purchase Price"), subject to
adjustment.
PREFERRED STOCK
Preferred Stock purchasable upon exercise of the Rights will not be
redeemable. Each share of Preferred Stock will be entitled to a minimum
preferential quarterly dividend payment of $1 per share but will be entitled to
an aggregate dividend of 100 times the dividend declared per Common Share. In
the event of liquidation, the holders of the Preferred Stock will be entitled to
a minimum preferential liquidation payment of $100 per share but will be
entitled to an aggregate payment of 100 times the payment made per Common Share.
Each share of Preferred Stock will have 100 votes, voting together with the
Common Shares. Finally, in the event of any merger, consolidation or other
transaction in which Common Shares are exchanged, each share of Preferred Stock
will be entitled to receive 100 times the amount received per Common Share.
These rights are protected by customary antidilution provisions.
The value of the one one-hundredth interest in a share of Preferred Stock
purchasable upon exercise of each Right should, because of the nature of the
Preferred Stock's dividend, liquidation and voting rights, approximate the value
of one Common Share.
FLIP-IN
In the event that any person or group of affiliated or associated persons
acquires beneficial ownership of 15% or more of the outstanding Common Shares
(an "Acquiring Person"), each holder of a Right, other than Rights beneficially
owned by the Acquiring Person (which will thereafter be void), will thereafter
have the right to receive upon exercise that number of Common Shares (or, under
certain circumstances, an economically equivalent security such as the Preferred
Stock) having a market value of two times the exercise price of the Right.
Existing holdings of 15% or more of the Company's Common Shares by persons
who are deemed to own directly such shares will not cause the Rights to be
exercisable, or entitle the holders of Rights to purchase additional shares of
the Company or any other entity, unless such holder acquires additional shares.
Also, existing holdings of 15% or more of the Company's Common Stock by persons
who are deemed to own indirectly such shares will not cause the rights to be
exercisable, or entitle the holders of Rights to purchase additional shares of
the Company or any other entity, unless such holder acquires additional shares
or converts any of such holder's holdings from indirect to direct beneficial
ownership.
FLIP-OVER
If the Company is acquired in a merger or other business combination
transaction or 50% or more of its consolidated assets or earning power are sold
after a person or group has become an Acquiring Person, each holder of a Right
(other than Rights beneficially owned by Acquiring Person, which will be void)
will thereafter have the right to receive that number of shares of common stock
of the acquiring company which at the time of such transaction will have a
market value of two times the exercise price of the Right.
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TRANSFER AND DETACHMENT
Until the Distribution Date (as defined below), the Rights will be
evidenced, with respect to any of the Common Share certificates outstanding as
of the Record Date, by such Common Share certificate. Until the Distribution
Date (or earlier redemption or expiration of the Rights), the Rights will be
transferred with and only with the Common Shares, and transfer of the
certificates representing Common Shares will also constitute transfer of these
Rights.
As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights ("Right Certificates") will be mailed to
holders of record of the Common Shares as of the close of business on the
Distribution Date and such separate Right Certificates alone will thereafter
evidence the Rights.
DISTRIBUTION DATE
The Distribution Date is the earlier of
(i) 10 days following a public announcement that a person or group of
affiliated or associated persons have acquired beneficial ownership of 15% or
more of the outstanding Common Shares; or
(ii) 10 business days (or such later date as may be determined by action of
the Board of Directors of the Company prior to such time as any person or group
of affiliated persons becomes an Acquiring Person) following the commencement
of, or announcement of an intention to make, a tender offer or exchange offer
the consummation of which would result in the beneficial ownership by a person
or group of 15% or more of the outstanding Common Shares.
EXERCISABILITY
The Rights are not exercisable until the Distribution Date. The Rights will
expire on December 7, 2008 (the "Final Expiration Date"), unless the Final
Expiration Date is extended or unless the Rights are earlier redeemed or
exchanged by the Company, in each case, as described below.
ADJUSTMENTS
The Purchase Price payable, and the number of shares of Preferred Stock or
other securities or property issuable, upon exercise of the Rights are subject
to adjustment from time to time to prevent dilution in the event of stock
dividends, stock splits, reclassifications, or certain distributions with
respect to the Preferred Stock. The number of outstanding Rights and the number
of one one-hundredths of a share of Preferred Stock issuable upon exercise of
each Right are also subject to adjustment if, prior to the Distribution Date,
there is a stock split of the Common Shares or a stock dividend on the Common
Shares payable in Common Shares or subdivisions, consolidations or combinations
of the Common Shares. With certain exceptions, no adjustment in the Purchase
Price will be required until cumulative adjustments require an adjustment of at
least 1% in such Purchase Price. No fractional Preferred Stock will be issued
(other than fractions which are integral multiples of one one-hundredth of a
share of Preferred Stock, which may, at the election of the Company, be
evidenced by depositary receipts) and, in lieu thereof, an adjustment in cash
will be made based on the market price of the Preferred Stock on the last
trading day prior to the date of exercise.
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EXCHANGE
At any time after any person or group becomes an Acquiring Person, and
prior to the acquisition by such person or group of 50% or more of the
outstanding Common Shares, the Board of Directors of the Company may exchange
the Rights (other than Rights owned by the Acquiring Person, which will have
become void), in whole or in part, at an exchange ratio of one Common Share, or
one one-hundredth of a share of Preferred Stock (subject to adjustment).
REDEMPTION
At any time prior to any person or group becoming an Acquiring Person, the
Board of Directors of the Company may redeem the Rights in whole, but not in
part, at a price of $.01 per Right (the "Redemption Price"). The redemption of
the Rights may be made effective at such time on such basis with such conditions
as the Board of Directors in its sole discretion may establish. Immediately upon
any redemption of the Rights, the right to exercise the Rights will terminate
and the only right of the holders of Rights will be to receive the Redemption
Price.
AMENDMENTS
The terms of the Rights may be amended by the Board of Directors of the
Company without the consent of the holders of the Rights, including an amendment
to lower certain thresholds described above to not less than the greater of (i)
the sum of .001% and the largest percentage of the outstanding Common Shares
then known to the Company to be beneficially owned by any person or group of
affiliated or associated persons and (ii) 10%, except that from and after such
time as any person or group of affiliated or associated persons becomes an
Acquiring Person no such amendment may adversely affect the interests of the
holders of the Rights.
RIGHTS AND HOLDERS
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends.
ANTI-TAKEOVER EFFECTS
The Rights may have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
on terms not approved by a majority of the Board of Directors. However, the
Rights should not interfere with any merger or other business combination
approved by the Board of Directors since the Rights may be redeemed by the
Company at $0.01 per Right at any time on or prior to the tenth day following
the Distribution Date. Thus, the Rights are intended to encourage persons who
may seek to acquire control of the Company to initiate such an acquisition
through negotiations with the Board of Directors. However, the effect of the
Rights may be to discourage a third party from making a partial tender offer or
otherwise attempting to obtain a substantial equity position in the equity
securities of, or seeking to obtain control of, the Company. To the extent any
potential acquirors are deterred by the Rights, the Rights may have the effect
of preserving incumbent management in office.
FURTHER INFORMATION
This summary description of the Rights does not purport to be complete and
is qualified in its entirety by reference to the Agreement, a copy of which is
attached as Exhibit 4.1 to this Registration Statement on Form 8-A and which is
hereby incorporated herein by reference.
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ITEM 2 EXHIBITS.
Exhibit No. Description
4.1 Rights Agreement, dated as of November 25, 1998, 1998,
between the Company and The Bank Of New York, which
includes the form of Certificate of Amendment to the
Certificate of Incorporation setting forth the terms of
the Series A Junior Participating Preferred Stock as
Exhibit A, Right Certificate as Exhibit B and the
Summary of Rights to Purchase shares of Preferred Stock
as Exhibit C.
SIGNATURES
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.
Date: December 1, 1998
CITATION CORPORATION
By:/s/ Frederick F. Sommer
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Frederick F. Sommer
President and CEO
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