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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A/A
(Amendment No. 1)
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
BRUSH WELLMAN INC.
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(Exact Name of Registrant as Specified in Its Charter)
Ohio 34-0119320
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(State of Incorporation or Organization) (I.R.S. Employer Identification no.)
17876 St. Clair Avenue, Cleveland, Ohio 44110
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(Address of Principal Executive Offices)
If this form relates to the If this form relates to the
registration of a class of securities registration of a class of securities
pursuant to Section 12(b) of the pursuant to Section 12(g) of the
Exchange Act and is effective Exchange Act and is effective
pursuant to General Instruction A.(c), pursuant to General Instruction A.(d),
please check the following box. |X| please check the following box. [ ]
Securities Act registration statement file number to which this form
relates:
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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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Rights to Purchase Series C
Junior Participating Preferred Stock New York Stock Exchange
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Securities to be registered pursuant to Section 12(g) of the Act:
N/A
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(Title of class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
On May 2, 2000, the Directors of Brush Wellman Inc. (the "Company")
approved Amendment No. 1, dated as of May 16, 2000 (the "Amendment"), to the
Rights Agreement, dated as of January 27, 1998 (the "Rights Agreement"), between
the Company and National City Bank, N.A. (the "Rights Agent"). The Amendment
made the provisions of the Rights Agreement inapplicable to the transactions
contemplated by the Agreement Of Merger, dated as of May 16, 2000, among the
Company, Brush Merger Co., an Ohio corporation, and Brush Engineered Materials
Inc., an Ohio corporation.
The foregoing description of the Amendment is qualified in its entirety
by reference to the full text of the Amendment, a copy of which is incorporated
as an exhibit hereto and incorporated in this Item 1 by reference. Copies of the
Rights Agreement, and the related Summary of Rights, which is attached as
Exhibit C to the Rights Agreement, are available free of charge from the
Company.
ITEM 2. EXHIBITS.
Number Description
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4(a) Amendment No. 1, dated as of May 16, 2000, to the Rights Agreement,
dated as of January 27, 1998, between the Company and National City
Bank, N.A (filed as Exhibit 4(c) to the Current Report on Form 8-K
filed by the Company on May 16, 2000), incorporated herein by
reference.
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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.
BRUSH WELLMAN INC.
By: /s/ Michael C. Hasychak
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Name: Michael C. Hasychak
Title: Secretary
Date: May 16, 2000
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EXHIBIT INDEX
Number Description
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4(a) Amendment No. 1, dated as of May 16, 2000, to the Rights Agreement,
dated as of January 27, 1998, between the Company and National City
Bank, N.A (filed as Exhibit 4(c) to the Current Report on Form 8-K
filed by the Company on May 16, 2000), incorporated herein by
reference.