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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-A/A-1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
AMCAST INDUSTRIAL CORPORATION
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(Exact Name of Registrant as Specified in Its Charter)
Ohio 31-0258080
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(State of Incorporation or Organization) (I.R.S. Employer Identification no.)
7887 Washington Park Drive, Dayton, Ohio 45459
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(Address of Principal Executive Offices) (Zip Code)
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 pursuant to General Instruction
A.(c), please check the following A.(d), please check the following
box. [ ] box. [ ]
Securities Act registration statement file number to which this form relates:
N/A
(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 None
Securities to be registered pursuant to Section 12(g) of the Act:
Rights to Purchase Preferred Shares
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(Title of class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
On February 24, 1998, Amcast Industrial Corporation (the "Company")
entered into an Amended and Restated Rights Agreement with First Chicago Trust
Company of New York, as Rights Agent (the "Restated Rights Agreement"). The
Restated Rights Agreement amended and restated the Rights Agreement, dated as of
February 24, 1988, between the Registrant and Bank One, Indianapolis, N.A. The
following summary reflects the material terms of the Restated Rights Agreement.
This summary does not purport to be complete and is qualified in its entirety by
reference to the Restated Rights Agreement filed as an exhibit hereto, which is
hereby incorporated by reference.
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
RIGHTS TO PURCHASE PREFERRED SHARES
The Board of Directors of the Registrant in February 1988 declared a
dividend consisting of rights (the "Rights") to purchase Series A Preferred
Shares of the Company. One of the Rights was distributed to the holder of each
Common Share outstanding on February 25, 1988, the record date for the
distribution. Rights have been and will continue to be distributed with Common
Shares issued by the Company after the record date but before the expiration of
the Rights or the occurrence of a "flip-in" event, as described below.
When the Rights become exercisable, the holder of each of the Rights
will be entitled to purchase one one-hundredth of a Series A Preferred Share of
the Registrant for $100.00. The Rights will become exercisable at the close of
business on the earlier of (1) the 20th calendar day after a public announcement
that a person or group has become the beneficial owner of 15% or more of the
outstanding Common Shares (a "share acquisition date") or (2) any earlier date
designated by the Registrant's Board of Directors.
Until the Rights become exercisable, they will trade with the Common
Shares, and any transfer of Common Shares also will constitute a transfer of the
associated Rights. When the Rights become exercisable, they will begin to trade
separate and apart from the Common Shares. At that time, separate certificates
representing the Rights will be mailed to holders.
Twenty days after a "share acquisition date," each of the Rights will
"flip-in" and become the right to purchase one Common Share of the Company for
$1.00 per share. Upon the occurrence of a "flip-in" event, Rights held by a
person or group that beneficially owns 15% or more of the outstanding Common
Shares, and Rights held by certain transferees of any such person or group, will
become void.
The exercise price and the number of Series A Preferred Shares of the
Registrant to be purchased upon exercise of the Rights, are subject to
adjustment from time to time to prevent dilution.
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The Board of Directors may redeem the Rights for $.01 each at any time
before the 20th calendar day after a "share acquisition date" or the earlier
expiration of the Rights.
The terms of the Rights are set forth in an Amended and Restated Rights
Agreement (the "Restated Rights Agreement") between the Company and First
Chicago Trust Company of New York, as Rights Agent. The provisions of the
Restated Rights Agreement may be amended by the Board of Directors to cure any
ambiguity or correct any defect or inconsistency. Prior to the close of business
on the 20th calendar day following the occurrence of a "share acquisition date,"
the Restated Rights Agreement also may be amended to make any other change that
the Board of Directors deems to be consistent with the purposes of the Restated
Rights Agreement and not adverse to the interests of the Company and its
shareholders.
ITEM 2. EXHIBITS.
See Index to Exhibits at page 3.
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.
AMCAST INDUSTRIAL CORPORATION
Date: February 24, 1998 By: /s/ Denis G. Daly
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Denis G. Daly
Vice President, General Counsel and
Secretary
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INDEX TO EXHIBITS
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Exhibit No. Exhibit Description
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1 Amended and Restated Rights Agreement, dated as of February
24,1998, between Amcast Industrial Corporation and First
Chicago Trust Company of New York, as Rights Agent, including
as Exhibit B thereto the form of Rights Certificate.
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