WWW.EXFILE.COM, INC. -- 14232 -- SCHNITZER STEEL INDUSTRIES, INC. -- FORM 8-A
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-A
FOR
REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT
TO SECTION 12(b) OR (g) OF THE
SECURITIES
EXCHANGE ACT OF 1934
SCHNITZER
STEEL INDUSTRIES, INC.
(Exact
name of registrant as specified in its charter)
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OREGON
(State
of incorporation or organization)
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93-0341923
(I.R.S.
Employer
Identification
No.)
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3200
N.W. Yeon Ave.
P.O.
Box 10047
Portland,
OR
(Address
of principal executive offices)
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97296-0047
(Zip
Code)
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Securities
to be registered pursuant to Section 12(b) of the Act:
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Title
of each class to be so registered
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Name
of each exchange on which each class is to be
registered
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None
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None
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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. o
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), check the following box. x
Securities
Act registration statement file number to which this form relates:
None
Securities
to be registered pursuant to Section 12(g) of the Act:
Preferred
Share Purchase Rights
(Title
of
Class)
| ITEM
1. |
DESCRIPTION
OF REGISTRANT’S SECURITIES TO BE REGISTERED.
|
On
March
21, 2006, the Board of Directors of Schnitzer Steel Industries, Inc. (the
“Company”)
declared a dividend distribution of one preferred share purchase right (a
“Class A
Right”)
for
each share of Class A Common Stock, par value $1.00 per share, of the
Company (a “Class A
Common Share”)
outstanding at the close of business on April 4, 2006 (the “Record
Date”)
and
one preferred share purchase right (a “Class B
Right”)
for
each share of Class B Common Stock, par value $1.00 per share, of the
Company (a “Class B
Common Share” and
together with the Class A Common Shares, the “Common
Shares”)
outstanding at the Record Date (the Class A Rights and Class B Rights
together the “Rights”).
Except
as set forth below, each Right entitles the registered holder to purchase from
the Company one one-thousandth of a share (a “Unit”)
of
Series A Participating Preferred Stock, par value $1.00 per share, of the
Company (“Series
A Preferred Shares”),
at a
price of $110.00 (the “Purchase
Price”),
subject to adjustment. The Purchase Price shall be paid in cash, or by certified
check or cashier’s check payable to the order of the Company. The description
and terms of the Rights are set forth in a Rights Agreement (the “Rights
Agreement”)
between the Company and Wells Fargo Bank, N.A., as Rights Agent.
Initially,
no separate Right Certificates will be distributed. Until the earlier to occur
of (i) 10 days following (A) a public announcement that, or (B) such earlier
date as a majority of the Company’s Board of Directors has become aware that, a
person or group of affiliated or associated persons (an “Acquiring
Person”)
has
acquired, or obtained the right to acquire, beneficial ownership of Common
Shares representing either (x) 15% or more of the total number of votes entitled
to be cast by the holders of the Common Shares of the Company then outstanding
or (y) 15% or more of the total number of outstanding Common Shares of the
Company (the earlier of the dates referred to in (A) and (B) being referred
to
as the “Shares
Acquisition Date”)
or
(ii) 10 Business Days (or such later date as the Board of Directors may
determine) following the commencement of a tender offer or exchange offer if,
upon consummation thereof, such person or group would become an Acquiring Person
(the earlier of such dates being called the “Distribution
Date”),
the
Rights will be evidenced, with respect to any Common Shares outstanding on
and
after the Record Date, by the certificates representing such Common Shares.
Under the Rights Agreement, the Schnitzer Steel Industries, Inc. Voting Trust
(the “Voting
Trust”)
governed by the Schnitzer Steel Industries, Inc. 2001 Restated Voting Trust
and
Buy-Sell Agreement, dated as of March 26, 2001 (the “Voting
Trust Agreement”)
and any
trustees thereof in their capacity as such (each, a “Trustee”)
are
excluded from the definition of Acquiring Person. No person, other than the
Voting Trust and the Trustees in their capacity as Trustees, shall be deemed
to
beneficially own any Common Shares as a result of being a party to or bound
by
the Voting Trust Agreement. The Rights Agreement provides that, until the
Distribution Date, the Rights will be transferred with and only with Common
Share certificates. As soon as practicable following the Distribution Date,
separate certificates evidencing the rights (“Right
Certificates”)
will
be mailed to holders of record of the Common Shares as of the close of business
on the Distribution Date and, thereafter, such separate Right Certificates
alone
will evidence the Rights.
The
Rights are not exercisable until the Distribution Date and will expire on March
21, 2016, unless such date is extended or the Rights are earlier redeemed or
exchanged by the Company as described below.
If
a
person (other than the Company and certain other entities) becomes an Acquiring
Person, each holder of a Class A Right will thereafter have the right to
receive, upon the exercise thereof at the Purchase Price, Class A Common
Shares of the Company and each holder of a Class B Right will thereafter
have the right to receive, upon the exercise thereof at the Purchase Price,
Class B Common Shares of the Company, or, in certain circumstances, cash,
property or other securities of the Company, in each case, having a value equal
to two times the Purchase Price. Notwithstanding any of the foregoing, following
the occurrence of the event set forth above, all Rights that are, or (under
certain circumstances specified in the Rights Agreement) were, beneficially
owned by any Acquiring Person will be null and void.
If,
at
any time following the Shares Acquisition Date, (i) the Company engages in
a
merger or other business combination transaction in which the Company is not
the
surviving corporation, or in which the Company is the surviving corporation
but
in which its Common Shares are changed or exchanged, or (ii) more than 50%
of
the Company’s assets or earning power is sold or transferred, the Rights
Agreement provides that proper provision shall be made so that each holder
of a
Right (other than Rights that previously have been voided as set forth above)
shall thereafter have the right to receive, upon the exercise thereof at the
Purchase Price, common shares of the acquiring company having a value equal
to
two times the Purchase Price.
The
Purchase Price payable, and the number of Units of Series A Preferred Shares
or
other securities or property issuable, upon exercise of the Rights are subject
to adjustment from time to time to prevent dilution (i) in the event of a
dividend of Series A Preferred Shares on, or a subdivision, combination or
reclassification of, the Series A Preferred Shares, (ii) upon the grant to
holders of the Series A Preferred Shares of certain rights or warrants to
subscribe for Series A Preferred Shares or securities convertible into Series
A
Preferred Shares, or (iii) upon the distribution to holders of the Series A
Preferred Shares of debt securities or assets (excluding regular quarterly
cash
dividends and dividends payable in Series A Preferred Shares) or of subscription
rights or warrants (other than those referred to above).
With
certain exceptions, no adjustment in the Purchase Price will be required until
cumulative adjustments require an adjustment of at least 1% in such Purchase
Price. No fractional shares that are not integral multiples of one
one-thousandth of a Series A Share will be issued and, in lieu thereof, an
adjustment in cash will be made based on the market price of the Series A
Preferred Shares on the last trading date prior to the date of
exercise.
At
any
time after the date of the Rights Agreement until the date on which an Acquiring
Person becomes such, the Board of Directors may redeem the Rights in whole,
but
not in part, at a price of $.001 per Right, subject to adjustments (the
“Redemption
Price”).
At
any
time after a person becomes an Acquiring Person, provided
that the
Acquiring Person beneficially owns not more than 50% of the outstanding Common
Shares, the Board of Directors may, at its option, exchange all or part of
the
then outstanding and exercisable Rights for Common Shares at an exchange ratio
of one Class A Common Share per Class A Right and one Class B
Common Share per Class B Right, respectively.
Until
a
Right is exercised, the holder thereof, as such, will have no rights as a
shareholder of the Company. While the distribution of the Rights will not be
taxable to
shareholders
or to the Company, shareholders may, depending on the circumstances, recognize
taxable income in the event that the Rights become exercisable for Class A
Common Shares, Class B Common Shares (or other consideration) of the
Company or for common stock of the acquiring company or in the event of the
redemption of the Rights.
Any
of
the provisions of the Rights Agreement may be amended by the Board of Directors
at any time the Rights are redeemable. Thereafter, the Rights Agreement may
be
amended to cure any ambiguity, to correct defects and inconsistencies or to
make
changes that do not adversely affect the interests of holders of the Rights
(other than an Acquiring Person); provided
that no
supplement or amendment may cause the Rights Agreement to again become amendable
other than in accordance with this sentence or to cause the Rights to again
become redeemable.
A
copy of
the Rights Agreement is available free of charge from the Company or the Rights
Agent. This summary description of the Rights does not purport to be complete
and is qualified in its entirety by reference to the Rights Agreement, a copy
of
which is attached to this Form 8-A as Exhibit 4.1 and incorporated herein by
reference.
Item
2.
Exhibits.
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Exhibit
No.
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Description
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4.1
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Rights
Agreement, dated as of March 21, 2006, between Schnitzer Steel Industries,
Inc. and Wells Fargo Bank, N.A. which includes as Exhibit A the form
of Articles of Amendment for Series A Participating Preferred Stock,
as Exhibit B the form of Class A Right Certificate, as
Exhibit C the form of Class B Right Certificate, and as
Exhibit D the Summary of Rights to Purchase Series A Shares
(incorporated by reference to Exhibit 4.1 to the Current Report on
Form 8-K filed on March 22, 2006).
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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, thereunto duly authorized.
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SCHNITZER
STEEL
INDUSTRIES, INC. |
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| Dated:
March 22, 2006 |
By: |
/s/
Richard C. Josephson |
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Name:
Richard C. Josephson
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Title:
Secretary |