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FORM 8-A/A
(AMENDMENT NO. 1)
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
PEERLESS MFG. CO.
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(Exact name of registrant as specified in its charter)
Texas 75-0724417
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(State of incorporation or organization) I.R.S. Employer Identification No.
2819 Walnut Hill Lane, Dallas Texas 75229
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(Address of principal executive offices) (Zip Code)
If this form relates to the If this form relates to the registration
registration of a class of debt of a class of debt securities and is to
securities and is effective upon become effective simultaneously with the
filing pursuant to General effectiveness of a concurrent
Instruction A(c)(1) please check the registration statement under the
following box. [ ] Securities Act of 1933 pursuant to
General Instruction A(c)(2) please check
the following box. [ ]
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON
TO BE SO REGISTERED WHICH EACH CLASS IS TO BE
REGISTERED
None
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Common Stock Purchase Rights
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(Title of Class)
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This Form 8-A/A (Amendment No. 1) amends and supplements the information
set forth in the Registration Statement on Form 8-A filed with the Securities
and Exchange Commission by Peerless Mfg. Co., a Texas corporation (the
"Registrant"), on May 22, 1997 (file number 000-05214).
Item 1. Description of Registrant's Securities to be Registered
On May 22, 1997 the Registrant entered into a Rights Agreement (the "Rights
Agreement") with ChaseMellon Shareholder Services, L.L.C., now known as Mellon
Investor Services LLC (the "Rights Agent"), pursuant to which the Registrant
declared a dividend of one common share purchase right (a "Right") for each
outstanding share of its common stock, $1.00 par value per share (the "Common
Stock"). On August 23, 2001, the Registrant and the Rights Agent entered into an
Amendment to Rights Agreement (the "Amendment") to, among other things, (1)
increase the original purchase price upon exercise of a Right for a share of
Common Stock from $30 to $200 and (2) eliminate the so-called "deadhand"
provisions that stipulated certain actions could only be taken by those members
of the Board of Directors that were "continuing directors." A "continuing
director" generally was defined as a member of the Board of Directors prior to
the commencement of a hostile takeover of the Registrant. As a result of the
Amendment, decisions to be made pursuant to the original Rights Agreement by
such continuing directors will now instead be made by a majority of all the
directors at the time of such decision.
The Rights Agreement specifying the terms of the Rights, including the
exhibits thereto, is filed as Exhibit 1 to this Form 8-A/A and is incorporated
herein by reference. The Amendment is filed as Exhibit 2 to this Form 8-A/A and
is incorporated herein by reference. The foregoing summary description of the
Amendment is qualified in its entirety by reference to the full text of the
Amendment.
Item 2. Exhibits
1. Rights Agreement, dated May 22, 1997, between Peerless Mfg. Co.
and ChaseMellon Shareholder Services, L.L.C. (now known as Mellon
Investor Services LLC) (incorporated by reference to Exhibit 1 to
the Registrant's Registration Statement on Form 8-A (file no.
000-05214)).
2. Amendment to Rights Agreement, dated August 23, 2001, between
Peerless Mfg. Co. and Mellon Investor Services LLC, as Rights
Agent.
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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.
PEERLESS MFG. CO.
By: /s/ Sherrill Stone
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Sherrill Stone, Chairman of the Board,
President and Chief Executive Officer
Dated: August 30, 2001
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EXHIBIT INDEX
<Table>
<Caption>
EXHIBIT
NUMBER DESCRIPTION
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1 Rights Agreement, dated May 22, 1997, between Peerless Mfg.
Co. and ChaseMellon Shareholder Services, L.L.C. (now known as
Mellon Investor Services LLC) (incorporated by reference to
Exhibit 1 to the Registrant's Registration Statement on Form
8-A (file no. 000-05214)).
2 Amendment to Rights Agreement, dated August 23, 2001, between
Peerless Mfg. Co. and Mellon Investor Services LLC, as Rights
Agent.
</Table>
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