As filed with the Securities and Exchange Commission on December 15, 1998. ================================================================================ 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 Citation Corporation - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 63-0828225 - ----------------------------------- ------------------------------------ (State of Incorporation) (I.R.S. Employer Identification No.) 2 Office Park Circle, Suite 204 Birmingham, Alabama 35223 - ----------------------------------- ------------------------------------ (Address of principal executive (Zip Code) offices) ================================================================================ 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 12(b) securities pursuant to of the Exchange Act and is effective Section 12(g) of the Exchange pursuant to General Instruction A.(c), Act and is effective pursuant please check the following box. [ ] to General Instruction A.(d), please check the following box. [x] Securities Act Registration Statement File Number to which this Form relates: Not Applicable -------------- (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 - ----------------------------------- ------------------------------------ None Not Applicable Securities to be registered pursuant to Section 12(g) of the Act: Preferred Stock Purchase Rights - ------------------------------------------------------------------------------- (Title of Class) - ------------------------------------------------------------------------------- (Title of Class) ITEM 1. DESCRIPTION OF REGISTRANT=S SECURITIES TO BE REGISTERED. At a regularly scheduled meeting held December 10, 1998, the Board of Directors of Citation Corporation (the "Company") approved the Amendment, dated as of December 10, 1998, to the Rights Agreement (the "Rights Agreement"), dated as of November 25, 1998, by and between the Company and The Bank of New York, as Rights Agent (the "Amendment"). The Rights were previously registered on Form 8-A on December 1, 1998. A complete copy of the Amendment is attached hereto as Exhibit 4.1 and is incorporated herein by reference. A copy of the Rights Agreement is incorporated herein by reference to Exhibit 4.1 to the Company's Registration Statement on Form 8-A filed with the Securities and Exchange Commission via EDGAR on December 1, 1998. ITEM 2. EXHIBITS. Exhibit No. Description 4.1 Amendment, dated as of December 10, 1998, to Rights Agreement, dated as of November 25, 1998, 1998, between the Company and The Bank Of New York, as Rights Agent. 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 15, 1998 CITATION CORPORATION By: /s/ Frederick F. Sommer ------------------------ Frederick F. Sommer President and CEO 2