FORM 8-A/A
Amendment No. 2
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
FARM FAMILY HOLDINGS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 14-1789227
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(State of incorporation (I.R.S. Employer
or organization) Identification No.)
344 Route 9W
Glenmont, NY 12077
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(Address of principal (Zip Code)
executive offices)
If this form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [ X ]
If this form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), 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 which
to be so registered each class is to be registered
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Preferred Stock Purchase Rights New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act: None
Item 1. Description of Registrant's Securities to be Registered
Farm Family Holdings, Inc. (the "Company") entered into a Rights Agreement,
dated as of July 29, 1997 (the "Rights Agreement"), between the Company and The
Bank of New York, as rights agent. On October 31, 2000, the Company and The Bank
of New York entered into Amendment of Rights Agreement, dated October 31, 2000
(the "Amendment"), to amend the Rights Agreement. The Amendment provides, among
other things, that the execution, delivery and performance by the Company,
American National Insurance Company, a Texas insurance company ("American
National"), and American National Acquisition Company, a Delaware corporation
("Merger Subsidiary"), of the Agreement and Plan of Merger, dated as of October
31, 2000, among the Company, American National and Merger Subsidiary (the
"Merger Agreement"), and the consummation of the transactions contemplated by
the Merger Agreement, will not cause (i) American National, Merger Subsidiary or
any of their affiliates or associates to be deemed an "Acquiring Person," (ii) a
"Distribution Date" to occur or (iii) a "Section 11(a)(ii) Event" or a "Section
13 Event" (as such terms are defined in the Rights Agreement) to occur. The
Amendment also provides that the Rights (as such term is defined in the Rights
Agreement) will expire immediately prior to the effective time of the
transactions contemplated by the Merger Agreement.
A copy of the Rights Agreement was filed as Exhibit 4.1 to the Company's
Report on Form 8-K filed with the Securities and Exchange Commission on July 30,
1997. A corrected copy of the Rights Agreement was filed as Exhibit 4.1 to the
Company's Report on Form 8-K/A filed with the Securities and Exchange Commission
on June 14, 1999. A copy of the Amendment is filed herewith. A copy of the
Rights Agreement and the Amendment is available free of charge from the Company.
This summary description of the Amendment does not purport to be complete and is
qualified in its entirety by reference to the Amendment.
Item 2. Exhibits
4.1 Amendment of Rights Agreement, dated October 31, 2000, between
Farm Family Holdings, Inc. and the Bank of New York, as Rights
Agent
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this amendment to the registration
statement to be signed on its behalf by the undersigned, thereto duly
authorized.
FARM FAMILY HOLDINGS, INC.
By: /s/ Philip P. Weber
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Philip P. Weber
President & Chief Executive Officer
Date: November 3, 2000
EXHIBIT INDEX
Exhibit Description of Exhibit
4.1 Amendment of Rights Agreement, dated October 31, 2000, between
Farm Family Holdings, Inc. and the Bank of New York, as Rights
Agent
AMENDMENT OF RIGHTS AGREEMENT
THIS AMENDMENT (this "Amendment") of the Rights Agreement (the "Rights
Agreement"), dated as of July 29, 1997, between Farm Family Holdings, Inc., a
Delaware corporation (the "Company") and The Bank of New York, as rights agent
(the "Rights Agent") is made and entered into as of October 31, 2000 between the
Company and the Rights Agent.
WHEREAS, the parties hereto are parties to the Rights Agreement;
WHEREAS, pursuant to Section 27 of the Rights Agreement, the parties hereto
deem it necessary and desirable to amend the Rights Agreement as set forth
below, which amendment will not adversely affect the interests of holders of
certificates representing Common Shares or of Right Certificates (as such terms
are defined in the Rights Agreement); and
WHEREAS, the parties hereto desire to amend the Rights Agreement, as
provided herein.
NOW, THEREFORE, in consideration of the premises and the mutual promises
set forth herein and in the Rights Agreement, the parties hereto agree as
follows:
1. The definition of "Acquiring Person" in Section 1(a) of the Rights
Agreement is hereby amended by adding the following sentence at the end of such
definition:
Notwithstanding the foregoing, none of American National Insurance
Company, American National Acquisition Company or any of their
Affiliates or Associates, shall be deemed an "Acquiring Person" as a
result of the execution, delivery and performance of the Agreement and
Plan of Merger (the "Merger Agreement") dated as of October 31, 2000,
among American National Insurance Company, American National
Acquisition Company and the Company or the consummation of the
transactions contemplated by the Merger Agreement (the "Merger").
2. Section 3(a) of the Rights Agreement is hereby amended by adding the
following sentence at the end thereof:
Notwithstanding the foregoing or anything in this Rights Agreement to
the contrary, a Distribution Date shall not be deemed to have occurred
by virtue of the execution, delivery or performance of the Merger
Agreement or by virtue of any of the transactions contemplated by the
Merger Agreement.
3. Section 7(a) of the Rights Agreement is hereby amended by replacing the
word "and" after the phrase "as provided in Section 23 hereof" with a comma and
adding the following phrase after the phrase "as provided in Section 24" and
before the parenthetical phrase "(such earliest time being herein referred to as
the "Expiration Date)":
and (iv) immediately prior to the effective time of the Merger
contemplated by and in accordance with the Merger Agreement
4. Section 11(a)(ii) of the Rights Agreement is hereby amended by adding
the following sentence at the end thereof:
Notwithstanding the foregoing or anything in this Rights Agreement to
the contrary, a Section 11(a)(ii) Event shall not be deemed to have
occurred by virtue of the execution, delivery or performance of the
Merger Agreement or by virtue of any of the transactions contemplated
by the Merger Agreement.
5. Section 13(a)(y) of the Rights Agreement is hereby amended to read in
its entirety as follows:
(y) other than pursuant to the Merger Agreement, any other Person or
Persons shall consolidate or merge with or into the Company and the
Company shall be the continuing or surviving corporation of such
consolidation or merger and, in connection with such consolidation or
merger, all or part of the common stock shall be changed into or
exchanged for stock or other securities of any other Person or Persons
or cash or any other property, or
6. Section 25(a) of the Rights Agreement is hereby amended by adding the
following phrase after the roman numeral "(iv)" and before the phrase "to effect
any merger":
other than the Merger contemplated by and in accordance with the
Merger Agreement,
7. This Amendment shall be governed by and construed in accordance with the
laws of the State of Delaware applicable to contracts to be made and performed
entirely within such State.
8. Except as expressly amended hereby, the Rights Agreement shall continue
in full force and effect in accordance with the provisions thereof.
9. This Amendment may be executed in any number of counterparts and each of
such counterparts shall for all purposes be deemed to be an original, and all
such counterparts shall together constitute but one and the same instrument.
IN WITNESS WHEREOF, the Company and the Rights Agent have executed this
Amendment as of the date first above written.
FARM FAMILY HOLDINGS, INC.
By /s/ Philip P. Weber
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Title: President & C.E.O.
THE BANK OF NEW YORK, as Rights Agent
By /s/ Diana Ajjan
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Title: Vice President