American Business Products Inc – ‘8-A12B/A’ on 8/27/99

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Amendment to Registration of a Class of Securities   —   Form 8-A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-A12B/A    American Business Products Inc                         5     25K 

Document Table of Contents

8-A12B/A
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

--------------- 

  FORM 8-A/A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES 
PURSUANT TO SECTION 12(b) OR 12(g) OF THE 
SECURITIES EXCHANGE ACT OF 1934 

AMERICAN BUSINESS PRODUCTS, INC.
(Exact name of registrant as specified in its charter)

                                                                [Download Table]
                                                                              
               GEORGIA                                 58-1030529             
(State of incorporation or organization)  (I.R.S. Employer Identification No.)

2100 RIVEREDGE PARKWAY, SUITE 1200
ATLANTA, GEORGIA 30328
(Address of principal executive offices, including zip code)

(770) 953-8300
(Registrant's telephone number, including area code)

1-7088
(Commission File No.) 

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
----------------------------               ------------------------------ 

Common Stock Purchase Rights                   New York Stock Exchange    

Securities to be registered pursuant to Section 12(g) of the Act: 

  Title of each class                     Name of each exchange on which
 to be so registered                      each class is to be registered
--------------------------                ------------------------------

None                                                      

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8-A12B/A
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ITEM 1.  SECURITIES TO BE REGISTERED.                                           

       On May 5, 1999, the Board of Directors of American Business Products,
Inc., a Georgia corporation (the "Company"), declared a dividend of one common  
share purchase right (a "Right") for each outstanding share of common stock of  
the Company (the "Common Stock"). The dividend is payable on May 17, 1999 (the  
"Record Date") to the shareholders of record as of the Close of Business on     
that date.                                                                      

   The description and terms of the Rights are set forth in a Rights
Agreement (the "Rights Agreement") dated as of May 5, 1999 between the Company  
and Equiserve Trust Company, N.A. (the "Rights Agent"). Capitalized terms used  
herein and not otherwise defined shall have those meanings ascribed to them in  
the attached Rights Agreement.                                                  

   The Rights will only become exercisable on the Distribution Date,
which will occur upon the earlier of the Close of Business on the 20th day:     

(i)      following a public announcement by the Company or an 
          Acquiring Person that an Acquiring Person has acquired
               beneficial ownership of 30% or more of the shares of Common
Stock then outstanding of the Company,      

      (ii)     after the Board of Directors of the Company determines that
            an Adverse Person beneficially owns more than 10% of the
               shares of Common Stock then outstanding and a determination
                 that (a) such Beneficial Ownership by such Person is intended
       to cause the Company to repurchase the Common Stock
                 Beneficially Owned by such Person or to cause pressure on the
                Company to take action or enter into a transaction or series
        of transactions intended to provide such Person with
                 short-term financial gain under circumstances where the Board
                of Directors determines that the best long-term interests of
           the Company and its shareholders would not be served by
            taking such action or entering into such transactions or
              series of transactions at that time or (b) such Beneficial
           Ownership is causing or is reasonably likely to cause a
          material adverse impact (including but not limited to,
          impairment of relationships with employees, customers,
                 suppliers or creditors or impairment of the Company's ability
            to maintain its competitive position) on the business or
                 prospects of the Company, (the earlier of (i) and (ii) is the
"Stock Acquisition Date"), or               

       (iii)    after the date that a tender or exchange offer by any Person
               (other than an Exempt Person) is first published or sent or
            given within the meaning of Rule 14d-2(a) of the General
               Rules and Regulations under the Securities and Exchange Act
           of 1934, as amended, if upon consummation thereof, such
              Person would be the Beneficial Owner of 30% or more of the
         shares of Common Stock then outstanding (the Close of
                Business on the 20th day after the earliest of (i), (ii) and
(iii) is the "Distribution Date").          

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      The Rights will expire at the Close of Business on November 6, 2009,
unless earlier redeemed by the Company as described below or unless the Rights  
Agreement is amended by the Continuing Directors to extend such date.           

        Each Right entitles the registered holder to purchase from the Company
a number of shares of Common Stock of the Company equal to six shares of Common 
Stock multiplied by a fraction, the numerator of which is the number of shares  
of Common Stock outstanding on the Stock Acquisition Date, and the denominator  
of which is the number of Rights outstanding on the Stock Acquisition Date that 
are not Beneficially Owned by the Acquiring Person or an Adverse Person or its  
Affiliates or Associates. The Purchase Price for the exercise of each Right     
shall be equal to the product of (x) 20% of the then Current Market Price per   
share of the Common Stock (determined on the Stock Acquisition Date) multiplied 
by (y) the number of shares of Common Stock to be received upon exercise.       
Notwithstanding any of the foregoing, all Rights that are, or (under certain    
circumstances specified in the Rights Agreement) were, beneficially owned by    
any Acquiring Person or Adverse Party or its Affiliates or Associates will be   
null and void. However, Rights are not exercisable following the occurrence of  
the events set forth above until such time as the Rights are no longer          
redeemable by the Company as set forth below.                                   

      Until the Distribution Date, (i) the Rights will be evidenced by the
certificates for the Common Stock registered in the names of the holders of the 
Common Stock (which certificates for Common Stock shall be deemed also to be    
certificates for Rights) and not by separate certificates, (ii) new Common      
Stock certificates issued after the Record Date will contain a notation         
incorporating the Rights Agreement by reference and (iii) the Rights will be    
transferable only in connection with the transfer of the underlying shares of   
Common Stock (including a transfer to the Company).                             

      As soon as practicable after the Distribution Date, the Rights Agent
will send by first-class, insured, postage prepaid mail, one or more rights     
certificates (the "Rights Certificates") to each record holder of the Common    
Stock as of the close of business on the Distribution Date evidencing one Right 
for each share of Common Stock and, thereafter, the separate Rights             
Certificates alone will represent the Rights. Except as otherwise determined by 
the Board of Directors, only shares of Common Stock issued prior to the earlier 
of the Distribution Date or the Expiration Date will be issued with Rights.     

      In the event that, at any time following the Stock Acquisition Date,
(i) the Company consolidates with, or merges with or into, any other Person,    
and the Company is not the surviving corporation, or (ii) any Person            
consolidates with, or merges with or into, the Company, or engages in a share   
exchange with the Company, and the Company shall be the continuing or surviving 
corporation of such merger, consolidation or share exchange and, in connection  
with such merger, consolidation or share exchange, all or part of the           
outstanding shares of Common Stock are changed into or exchanged for other      
securities or assets of any other Person, or (iii) 50% or more of the Company's 
assets or earning power is sold or transferred, each holder of a Right (except  
Rights which previously have been voided) shall thereafter have the right to    
receive, upon the exercise thereof at the then current Purchase Price, based on 
the Current Market                                                              

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Price of the Common Stock of the Company as of the last Business Day prior to   
the first public announcement, such number of validly authorized and issued,    
fully paid, non-assessable and freely tradeable shares of Common Stock of the   
Principal Party not subject to any liens, encumbrances, rights of first refusal 
or other adverse claims, as shall be equal to the product of six times the      
result obtained by dividing the Current Market Price of a share of Common Stock 
by the Current Market Price of a share of common stock of the Principal Party   
multiplied by a fraction the numerator of which is the number of shares of      
Common Stock outstanding on the Stock Acquisition Date, and the denominator of  
which is the number of Rights outstanding on the Stock Acquisition Date that    
are not Beneficially Owned by the Acquiring Person or Adverse Person or its     
Affiliates or Associates, provided, however, that the Purchase Price and the    
number of shares of common stock of such Principal Party issuable upon the      
exercise of each Right may be further adjusted pursuant to the Rights Agreement 
or, if such stock is not traded in public markets, of its parent corporation.   
The Purchase Price will be calculated on the same basis as if the Right holder  
were exercising a Right to purchase Common Stock of the Company at that time.   

     The number of shares issuable, and the Purchase Price payable, upon
exercise of the Rights are subject to adjustment from time to time to prevent   
dilution (i) in the event of a stock dividend on, or a subdivision, combination 
or reclassification of, the Common Stock or (ii) upon the distribution to       
Common Stock shareholders of cash, evidences of indebtedness or assets          
(excluding regular quarterly cash dividends) or of subscription rights or       
warrants. The Continuing Directors may decide to exchange all or part of the    
exercisable Rights for shares of Common Stock at an exchange ratio of one share 
of Common Stock per Right.                                                      

      With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments amount to at least 1% of the Purchase     
Price. The Company is not required to issue fractional shares upon exercise of  
the Rights, and, in lieu thereof, an adjustment in cash may be made based on    
the market price of the Common Stock on the last trading date prior to the date 
of exercise.                                                                    

     In general, the Company may redeem all but not less than all of the
then outstanding Rights at a redemption price of $.01 per Right, at any time    
prior to the earlier of the Close of Business on the twentieth day following    
the Stock Acquisition Date (or, if the Stock Acquisition Date shall have        
occurred prior to the Record Date, the Close of Business on the 20th day        
following the Record Date) or the Final Expiration Date. Immediately upon the   
action of the Board of Directors ordering redemption of the Rights, the Rights  
will terminate and the only right of the holders of Rights will be to receive   
the $.01 redemption price.                                                      

       Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company, including, without limitation, the      
right to vote or to receive dividends. While the distribution of the Rights     
will not be taxable to shareholders or the Company, shareholders may, depending 
upon the circumstances, recognize taxable income in the event that the Rights   
become exercisable for Common Stock (or other consideration) of the Company or  
for common stock of the acquiring company as set forth above.                   

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        Other than those provisions relating to the principal economic terms
of the Rights, any of the provisions of the Rights Agreement may be amended by  
the Board of Directors prior to the Distribution Date. After the Distribution   
Date, the provisions of the Rights Agreement may be amended by the Board in     
order to cure any ambiguity, to make changes which do not adversely affect the  
interests of holders of Rights, or to shorten or lengthen any time period under 
the Rights Agreement; provided, however, that no amendment to adjust the time   
period governing redemption shall be made at such time as the Rights are not    
redeemable and the Continuing Directors may, at any time, amend the Rights      
Agreement to increase the number of shares of Common Stock for which a Right is 
exercisable and to extend the Final Expiration Date.                            

ITEM 2.  EXHIBITS.                                                              

1.       Form of Rights Agreement, dated as of May 5, 1999, between the Company 
      and Equiserve Trust Company, N.A., which includes the form of Rights
        Certificates as Exhibit A and the Summary of Rights to Purchase Common
      Stock as Exhibit B. Pursuant to the Rights Agreement, printed Rights
Certificates will be mailed as soon as practicable after the  
Distribution Date.*                                           

2.       Form of Press Release dated May 5, 1999.*                              

3.       Form of Letter to Shareholders dated May 5, 1999.*                     

*Exhibits were previously filed on Form 8-A12g as filed with the Commission on  
May 7, 1999.                                                                  

SIGNATURE 

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THE        
REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE        
UNDERSIGNED HERETO DULY AUTHORIZED.                                             

              AMERICAN BUSINESS PRODUCTS, INC.

      By: /s/ Richard G. Smith
                                  --------------------------------------------
      Richard G. Smith
                                Vice President and Chief Financial Officer

Dated: August 27, 1999                                                          

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-A12B/A’ Filing		Date		First		Last			Other Filings
		11/6/09		3
Filed on:		8/27/99		5
		5/17/99		2
		5/7/99		5					8-A12G,  8-K
		5/5/99		2		5			8-K,  DEF 14A
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