SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
FORM 8-A/A
AMENDMENT NO. 2
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
________________
GENERAL HOUSEWARES CORP.
(Exact name of registrant as specified in its charter)
Delaware 41-0919772
(State of incorporation (I.R.S. employer
or organization) identification no.)
P.O. Box 4066
1536 Beech Street
Terre Haute, Indiana
(Address of principal executive offices)
47804
(zip code)
________________
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which each class is
to be registered to be registered
------------------- ----------------------
Preferred Stock New York Stock Exchange
Purchase Rights
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of class)
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Reference is hereby made to the Registration Statement filed with
the Securities Exchange Commission on Form 8-A, dated January 22, 1999 (the
"Original Form 8-A"), by General Housewares Corp. (the "Registrant")
relating to the rights distributed to the stockholders of the Registrant
(the "Rights") in connection with the Rights Agreement, dated as of
November 10, 1998 (the "Original Rights Agreement"), between the Registrant
and First Chicago Trust Company of New York, as rights agent (the "Rights
Agent"), as amended by the Registration Statement filed on Form 8-A/A,
dated June 25, 1999 (the "Amended Form 8-A"), in connection with the First
Amendment to Rights Agreement, dated as of June 24, 1999, between the
Registrant and the Rights Agent (the "First Amendment" and collectively
with the Original Rights Agreement, the "Rights Agreement", ). The
Original Form 8-A and the Amended Form 8-A are incorporated herein by
reference.
On August 1, 1999, the Board of Directors of the Registrant
authorized the Second Amendment to the Rights Agreement, dated as of August
1, 1999 (the "Amendment"), between the Registrant and the Rights Agent.
The Amendment amends Section 1(c) of the Rights Agreement to
provide that, as a result of the execution of, and the consummation of the
transactions contemplated by, the Agreement and Plan of Merger between CCPC
Acquisition Corp.("CCPC") and the Registrant, dated as of August 2, 1999
(the "Merger Agreement"), neither CCPC nor its affiliates shall be deemed a
"Beneficial Owner" of or to "beneficially own" (in each case as defined in
the Rights Agreement) any of the Common Stock (as defined in the Rights
Agreement) of the Registrant. The Amendment also amends Section 7(a) of
the Rights Agreement to provide that the Rights expire immediately prior to
the Effective Time (as defined in the Merger Agreement) on the date of the
Merger (as defined in the Merger Agreement).
The Original Rights Agreement is filed as Exhibit 1 to the
Original 8-A. The First Amendment is filed as Exhibit 2 to the Amended
Form 8-A. The Amendment is attached as Exhibit 3 to this Form 8-A/A. The
foregoing summary description of the Amendment 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.
1. Rights Agreement, dated as of November 10, 1998, between General
Housewares Corp. and First Chicago Trust Company of New York
(incorporated herein by reference to the Registrant's
Registration Statement on Form 8-A filed on January 22, 1999).
2. First Amendment to Rights Agreement, dated as of June 24, 1999,
between General Housewares Corp. and First Chicago Trust Company
of New York (incorporated herein by reference to the Registrant's
First Amendment to Registration Statement on Form 8-A/A filed on
June 25, 1999).
3 Second Amendment to Rights Agreement, dated as of August 1, 1999,
between General Housewares Corp. and First Chicago Trust Company
of New York.
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.
GENERAL HOUSEWARES CORP.
By: /s/ Raymond J. Kulla
-----------------------------
Name: Raymond J. Kulla
Title: Vice President and
General Counsel
Date: August 6, 1999
EXHIBIT INDEX
Exhibit Description
------- -----------
3 Second Amendment to Rights Agreement, dated as of August 1, 1999,
between General Housewares Corp. and First Chicago Trust Company
of New York.