FORM 8-A/A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Ameriwood Industries International Corporation
(Exact Name of Registrant as Specified in its Charter)
Michigan 38-0983610
(State of Incorporation or Organization) (I.R.S. Employer
Identification No.)
168 Louis Campau Promenade
Suite 400, Grand Rapids, MI 49503
(Address of principal executive offices) (Zip Code)
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 None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock Purchase Rights
(Title of Class)
Item 1. Description of Registrant's Securities to be Registered.
Item 1 is amended to add the following:
As publicly announced on March 30, 1998, Ameriwood Industries
International Corporation (the "Company") has entered into an Agreement and
Plan of Merger, dated as of March 27, 1998 (the "Merger Agreement"), with
Dorel Industries Inc., a Quebec, Canada corporation ("Dorel"), and Horizon
Acquisition, Inc., a Delaware corporation and a wholly-owned subsidiary of
Dorel ("Acquisition"). In connection with the Merger Agreement, the
Company entered into Amendment No. 1 ("Amendment No. 1") to the Rights
Agreement, dated as of April 4, 1996 (the "Rights Agreement"), between the
Company and Harris Trust and Savings Bank.
Amendment No. 1 amends Sections 1(a), 1(h), 3(a) and 15 of the
Rights Agreement to provide that the execution of the Merger Agreement or
the Tender and Option Agreements (as defined in the Merger Agreement) and
the consummation of the transactions contemplated thereby will not cause
(i) Dorel, Acquisition or any of their respective Affiliates or Associates
to become an Acquiring Person (each as defined in the Rights Agreement) so
long as the Merger Agreement or the Tender Agreements are in effect or (ii)
a Distribution Date or a Shares Acquisition Date (each as defined in the
Rights Agreement) to occur.
The Rights Agreement is filed as Exhibit 1 to the Company's
Registration Statement on Form 8-A dated May 17, 1996. Amendment No. 1 is
attached as Exhibit 2 to this Form 8-A/A. The foregoing summary
description of Amendment No. 1 does not purport to be complete and is
qualified in its entirety by reference to such exhibits which are
incorporated herein by reference.
Item 2. Exhibits
Exhibit Number Description of Document
-------------- -----------------------
1 Rights Agreement, dated as of April 4, 1996, between
Ameriwood Industries International Corporation and Harris
Trust and Savings Bank. (incorporated herein by reference
to the Company's Registration Statement on Form 8-A dated
May 17, 1996)
2 Amendment No. 1 to Rights Agreement, dated as of
March 27, 1998, between Ameriwood Industries
International Corporation and Harris Trust and Savings
Bank
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, as amended, the Registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized.
AMERIWOOD INDUSTRIES INTERNATIONAL
CORPORATION
(Registrant)
Dated: April 3, 1998 By: /s/ Charles R. Foley
--------------------------------
Name: Charles R. Foley
Title: President and Chief
Executive Officer
Index to Exhibits
2 Amendment No. 1 to Rights Agreement, dated as of March 27,
1998, between Ameriwood Industries International Corporation
and Harris Trust and Savings Bank