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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A12B
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
JLG INDUSTRIES, INC.
(Exact Name of Registrant as Specified in its Charter)
Pennsylvania 0-8454 25-1199382
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(State or other jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification Number)
1 JLG Drive, McConnellsburg, Pennsylvania 17233
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(Address Of Principal Executive Offices)
(717) 485-5161
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(Registrant's telephone number)
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), please check the following box. [ X ]
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), please check the following box. [ ]
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:
Common Stock Purchase Rights
(Title of Class)
NAME OF EXCHANGE ON WHICH EACH CLASS IS TO BE REGISTERED
New York Stock Exchange
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
None
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Item 1. Description Of Registrant's Securities To Be Registered.
Effective May 24, 2000, the Board of Directors of JLG
Industries, Inc. (the "COMPANY") declared a distribution of one Right for each
outstanding share of capital stock, par value $0.20 per share (the "COMPANY
COMMON STOCK"), to shareholders of record at the close of business on June 15,
2000 (the "RECORD DATE") and for each share of Company Common Stock issued
(including shares distributed from treasury) by the Company thereafter and prior
to the Distribution Date (as defined below). Each Right entitles the registered
holder, subject to the terms of the Rights Agreement (as defined below), to
purchase from the Company one-tenth of a share of Company Common Stock at a
Purchase Price of $40.00 per whole share of Company Common Stock (equivalent to
$4.00 for each one-tenth of one share of Company Common Stock), subject to
adjustment as provided in the Rights Agreement (defined below). The Purchase
Price is payable in cash or by certified or bank check or money order payable to
the order of the Company. The description and terms of the Rights are set forth
in a Rights Agreement between the Company and American Stock Transfer and Trust
Company, as Rights Agent and dated as of May 24, 2000 (the "RIGHTS AGREEMENT").
Initially, the Rights will attach to all certificates
representing shares of outstanding Company Common Stock, and no separate Rights
Certificates will be distributed. The Rights will separate from the Company
Common Stock and the "DISTRIBUTION DATE" will occur upon the earlier of (i) 10
business days following a public announcement (the date of such announcement
being the "SHARES ACQUISITION DATE") that a person or group of affiliated or
associated persons (other than the Company, any subsidiary of the Company, any
employee benefit plan (including any employee stock ownership plan or employee
stock ownership trust) of the Company or such subsidiary) (an "ACQUIRING
PERSON") has acquired, obtained the right to acquire, or otherwise obtained
beneficial ownership of 15% or more of the then outstanding shares of Company
Common Stock, and (ii) 10 business days (or such later date as may be determined
by action of the Board of Directors prior to such time as any person becomes an
Acquiring Person) following the commencement of a tender offer or exchange offer
that would result in a person or group beneficially owning 15% or more of the
Company Common Stock outstanding.
The Rights Agreement provides that, until the Distribution
Date, (i) the Rights will be evidenced by Company Common Stock certificates and
will be transferred with and only with such Company Common Stock certificates,
(ii) new Company Common Stock certificates issued after the Record Date (also
including shares distributed from treasury) will contain a notation
incorporating the Rights Agreement by reference and (iii) the surrender for
transfer of any certificates representing outstanding Company Common Stock will
also constitute the transfer of the Rights associated with the Company Common
Stock represented by such certificates.
The Rights are not exercisable until the Distribution Date and
will expire at the close of business on the tenth anniversary of the Rights
Agreement unless earlier redeemed by the Company as described below.
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As soon as practicable after the Distribution Date, Rights
Certificates will be mailed to holders of record of Company Common Stock as of
the close of business on the Distribution Date and, thereafter, the separate
Rights Certificates alone will represent the Rights.
In the event that (i) the Company is the surviving corporation
in a merger with an Acquiring Person and shares of Company Common Stock shall
remain outstanding, (ii) an Acquiring Person becomes the beneficial owner of 15%
or more of the then outstanding shares of Company Common Stock, (iii) an
Acquiring Person engages in one or more "self-dealing" transactions as set forth
in the Rights Agreement, or (iv) during such time as there is an Acquiring
Person, an event occurs which results in such Acquiring Person's ownership
interest being increased by more than 1% (e.g., by means of a reverse stock
split or recapitalization), except in the case where an Acquiring Person becomes
such pursuant to a tender or exchange offer which is for all outstanding Company
Common Stock at a price and on terms which a majority of certain members of the
Board of Directors determines to be adequate and in the best interests of the
Company, its stockholders and other relevant constituencies, other than such
Acquiring Person, its affiliates and associates (a "PERMITTED OFFER") then, in
each such case, each holder of a Right will thereafter have the right to
acquire, upon exercise of such Right, that number of shares of Company Common
Stock (or, in certain circumstances, cash, property or other securities of the
Company, hereafter collectively referred to as "OTHER CONSIDERATION") having a
value equal to two times the exercise price of the Right. The exercise price is
the Purchase Price for a whole share issuable upon exercise of a Right prior to
the events described in this paragraph. Notwithstanding any of the foregoing,
following the occurrence of any of the events set forth in this paragraph, all
Rights that are, or (under certain circumstances specified in the Rights
Agreement) were, beneficially owned by any Acquiring Person will be null and
void.
The Company may, at the Board of Directors' option, at any
time after any Person becomes an Acquiring Person, exchange all or part of the
then outstanding and exercisable Rights (other than those that have become null
and void) for Company Common Stock at an exchange ratio of one share of Company
Common Stock per Right, as adjusted to reflect any stock split, stock dividend,
or similar transaction. The Company may not, however, effect such an exchange
after any Person becomes the owner of 50% or more of the Company's Common Stock.
In the event that, at any time following the Shares
Acquisition Date, (i) the Company is acquired in a merger or other business
combination transaction and the Company is not the surviving corporation (other
than a merger described in the preceding paragraph), (ii) any Person
consolidates or merges with the Company and all or part of the Company Common
Stock is converted or exchanged for securities, cash or property of any other
Person or (iii) 50% or more of the Company's assets or earning power is sold or
transferred, each holder of a Right (except Rights which previously have been
voided as described above) shall thereafter have the right to acquire, upon
exercise of such Right, common stock of the Acquiring Person having a value
equal to two times the exercise price of the Right.
The Purchase Price and the number of shares, as the case may
be, of the Company Common Stock issuable upon exercise of the Rights are subject
to adjustment from time to time
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to prevent dilution (i) in the event of a stock dividend on, or subdivision,
combination or reclassification of, the Company Common Stock, (ii) if holders of
the Company Common Stock are granted certain rights or warrants to subscribe for
Company Common Stock or convertible securities at less than the current market
price of the Company Common Stock, or (iii) upon the distribution to the holders
of the Company Common Stock of evidences of indebtedness, cash or assets
(excluding regular quarterly cash dividends) or of subscription rights or
warrants (other than those referred to above).
With certain exceptions, no adjustment in the Purchase Price
will be required until cumulative adjustments amount to at least 1% of the
Purchase Price. The Company is not required to issue fractional units or shares
of the Company Common Stock. In lieu thereof, an adjustment in cash may be made
based on the market price of the Company Common Stock prior to the date of
exercise or exchange.
At any time until ten business days following the Shares
Acquisition Date, a majority of the Board of Directors may redeem the Rights in
whole, but not in part, at a price of $0.001 per Right (subject to adjustment in
certain events) (the "REDEMPTION PRICE"), payable, at the election of such
majority of the Board of Directors in cash or shares of Company Common Stock.
Immediately upon the action of a majority of the Board of Directors ordering the
redemption of the Rights, the Rights will terminate and the only right of the
holders of Rights will be to receive the Redemption Price.
Until a Right is exercised or exchanged, the holder thereof,
as such, will have no rights as a shareholder of the Company, including, without
limitation, the right to vote or to receive dividends. While the distribution of
the Rights will not be taxable to a shareholder or to the Company, shareholders
may, depending upon the circumstances, recognize taxable income in the event
that the Rights become exercisable or exchangeable for shares of Company Common
Stock (or the Other Consideration).
Any of the provisions of the Rights Agreement may be amended
without the approval of the holders of Company Common Stock at any time prior to
the Distribution Date. After the Distribution Date, the provisions of the Rights
Agreement may be amended in order to cure any ambiguity, defect or
inconsistency, to make changes which do not adversely affect the interests of
holders of Rights (excluding the interests of any Acquiring Person), or to
shorten or lengthen any time period under the Rights Agreement; provided,
however, that no amendment to adjust the time period governing redemption shall
be made at such time as the Rights are not redeemable.
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Item 2. Exhibits.
Exhibit No. Document
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1. Rights Agreement, dated as of May 24, 2000, between
JLG Industries, Inc. and American Stock Transfer
and Trust Company, with the form of Right
Certificate attached as Exhibit A and a Summary of
Rights to Acquire Common Stock attached as Exhibit B.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
JLG INDUSTRIES, INC.
By: /s/ Thomas D. Singer
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Name: Thomas D. Singer
Title: Vice President - General Counsel
Date:
The following exhibits are filed as part of this
Registration Statement:
Exhibit No. Document
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1. Rights Agreement, dated as of May 24, 2000, between
JLG Industries, Inc. and American Stock Transfer
and Trust Company, with the form of Right
Certificate attached as Exhibit A and a Summary of
Rights to Acquire Common Stock attached as Exhibit B.