Document/Exhibit Description Pages Size
1: 8-A12G The Lincoln Electric Company 8-A12G 6 24K
2: EX-1 Underwriting Agreement 21 66K
3: EX-2 Plan of Acquisition, Reorganization, Arrangement, 14 27K
Liquidation or Succession
4: EX-5 Opinion re: Legality 2 7K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR 12(G) OF THE
SECURITIES EXCHANGE ACT OF 1934
THE LINCOLN ELECTRIC COMPANY
------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Ohio 34-0359955
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(State of Incorporation or Organization) IRS employer
identification no.)
22801 St. Clair Avenue, Cleveland, OH 44117
---------------------------------------- -----
(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:
Class A Common Shares, without par value
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(Title of class)
The Exhibit Index is located on page 5.
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The description of the Registrant's Class A Common
Shares, without par value, which the Registrant will
distribute as a dividend to shareholders of the Registrant on
June 12, 1995, set forth under the caption "Description of
Capital Stock" in the Registrant's Registration Statement on
Form S-3, filed with the Securities and Exchange Commission
("the Commission") on April 27, 1995, Registration No.
33-58881, including exhibits and as may be further amended
from time to time, is hereby incorporated by reference.
ITEM 2. EXHIBITS.
[Download Table]
Number Description
------ -----------
1. Restated Articles of Incorporation of the Registrant.
2. Restated Code of Regulations of the Registrant.
3. Note Agreement dated November 20, 1991 between The Prudential
Insurance Company of America and the Company (filed as Exhibit
4 to Form 10-K of The Lincoln Electric Company for the year
ended December 31, 1991, SEC File No. 0-1402 and incorporated
by reference and made a part hereof), as amended by letter
dated March 18, 1993; 8.98% Senior Note Due November 26, 2003
(filed as Exhibit 4(a) to Form 10-K of The Lincoln Electric
Company for the year ended December 31, 1992, SEC File
No. 0-1402 and incorporated herein by reference and made a
part hereof); as further amended by letter dated as of November
19, 1993; 8.98% Senior Note Due November 26, 2003 (filed as
Exhibit 4(a) to Form 10-K of The Lincoln Electric Company for
the year ended December 31, 1993, SEC File No. 0-1402 and
incorporated herein by reference and made a part hereof), and as
further amended by letter dated October 31, 1994 (filed as
Exhibit 4(a) to Form 10-Q of The Lincoln Electric Company for
the period ended September 30, 1994, SEC File No. 0- 1402 and
incorporated herein by reference and made a part hereof).
4. Credit Agreement dated March 18, 1993 among the Company, the
Banks listed on the signature page thereof, and Society
National Bank, as Agent (filed as Exhibit 4(b) to Form 10-K of
The Lincoln Electric Company for the year ended December 31,
1992, SEC File No. 0-1402 and incorporated herein by reference
and made a part hereof), as amended by Amendment No. 1 to
Credit Agreement dated November 19, 1993; 8.98% Senior Note
Due November 26, 2003 (filed as Exhibit 4(b) to
Page 2 of 6 Pages
[Download Table]
Form 10-K of The Lincoln Electric Company for the year ended
December 31, 1993, SEC File No. 0-1402 and incorporated herein
by reference and made a part hereof), and as further amended by
Amendment No. 2 to Credit Agreement dated October 31, 1994
(filed as Exhibit 4(b) to Form 10-Q of The Lincoln Electric
Company for the period ended September 30, 1994, SEC File No.
0-1402 and incorporated herein by reference and made a part
hereof).
5. Specimen certificate for the Class A Common Shares, without
par value, of the Registrant.
Page 3 of 6 Pages
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.
THE LINCOLN ELECTRIC COMPANY
By: /s/ H. Jay Elliott
---------------------
H. Jay Elliott
Vice President, Chief
Financial Officer and
Treasurer
June 5, 1995
Page 4 of 6 Pages
EXHIBIT INDEX
[Download Table]
Exhibit
Number Description
------ -----------
1. Restated Articles of Incorporation of the Registrant.
2. Restated Code of Regulations of the Registrant.
3.
Note Agreement dated November 20, 1991 between The Prudential
Insurance Company of America and the Company (filed as
Exhibit 4 to Form 10-K of The Lincoln Electric Company for
the year ended December 31, 1991, SEC File No. 0-1402 and
incorporated by reference and made a part hereof), as amended
by letter dated March 18, 1993; 8.98% Senior Note Due
November 26, 2003 (filed as Exhibit 4(a) to Form 10-K of The
Lincoln Electric Company for the year ended December 31,
1992, SEC File No. 0-1402 and incorporated herein by
reference and made a part hereof); as further amended by
letter dated as of November 19, 1993; 8.98% Senior Note Due
November 26, 2003 (filed as Exhibit 4(a) to Form 10-K of The
Lincoln Electric Company for the year ended December 31,
1993, SEC File No. 0-1402 and incorporated herein by
reference and made a part hereof), and as further amended by
letter dated October 31, 1994 (filed as Exhibit 4(a) to Form
10-Q of The Lincoln Electric Company for the period ended
September 30, 1994, SEC File No. 0-1402 and incorporated
herein by reference and made a part hereof).
4. Credit Agreement dated March 18, 1993 among the Company,
the Banks listed on the signature page thereof, and Society
National Bank, as Agent (filed as Exhibit 4(b) to Form 10-K
of The Lincoln Electric Company for the year ended December
31, 1992, SEC File No. 0-1402 and incorporated herein by
reference and made a part hereof), as amended by Amendment
No. 1 to Credit Agreement dated November 19, 1993; 8.98%
Senior Note Due November 26, 2003 (filed as Exhibit 4(b) to
Form 10-K of The Lincoln Electric Company for the year ended
December 31,
Page 5 of 6 Pages
[Download Table]
1993, SEC File No. 0-1402 and incorporated herein by
reference and made a part hereof), and as further amended by
Amendment No. 2 to Credit Agreement dated October 31, 1994
(filed as Exhibit 4(b) to Form 10-Q of The Lincoln Electric
Company for the period ended September 30, 1994, SEC File
No. 0-1402 and incorporated herein by reference and made a
part hereof).
5. Specimen certificate for the Class A Common Shares,
without par value, of the Registrant.
Page 6 of 6 Pages
Dates Referenced Herein and Documents Incorporated by Reference
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