-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Mz6e/TzU4oB92Rtz4k5fewdn2PeJGlo8XjJt++1rQdlbPDMmj5sc1vE0WtHZVw8T WDrQ7/FNy+DJpBEjpXs5zg== 0000950172-02-000535.txt : 20020415 0000950172-02-000535.hdr.sgml : 20020415 ACCESSION NUMBER: 0000950172-02-000535 CONFORMED SUBMISSION TYPE: 8-A12B/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020320 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IVEX PACKAGING CORP /DE/ CENTRAL INDEX KEY: 0000900367 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS PRODUCTS, NEC [3089] IRS NUMBER: 760171625 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-13968 FILM NUMBER: 02579564 BUSINESS ADDRESS: STREET 1: 100 TRI STATE DR STREET 2: SUITE 200 CITY: LINCOLNSHIRE STATE: IL ZIP: 60069 BUSINESS PHONE: 7089459100 MAIL ADDRESS: STREET 1: 100 TRI STATE DRIVE STREET 2: SUITE 200 CITY: LINCOLNSHIRE STATE: IL ZIP: 60069 FORMER COMPANY: FORMER CONFORMED NAME: IVEX HOLDINGS CORP DATE OF NAME CHANGE: 19940920 8-A12B/A 1 s301771.txt 8-A12B/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------- FORM 8-A/A AMENDMENT NO. 1 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 ---------------- IVEX PACKAGING CORPORATION (Exact name of registrant as specified in its charter) Delaware 76-0171625 (State of incorporation (I.R.S. employer or organization) identification no.) 100 Tri-State Drive, Suite 200 Lincolnshire, Illinois (Address of principal executive offices) 60069 (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 Purchase Rights New York Stock Exchange Chicago Stock Exchnge 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 (the "Commission") on Form 8-A, dated March 3, 1999 (the "Original Form 8-A"), by Ivex Packaging Corporation, a Delaware corporation (the "Registrant"), relating to the rights distributed to the stockholders of the Registrant (the "Rights") in connection with the Rights Agreement, dated as of February 10, 1999 (the "Rights Agreement"), between the Registrant and First Chicago Trust Company of New York, a New York corporation, as Rights Agent (the "Rights Agent"). The Original Form 8-A is incorporated herein by reference. On March 18, 2002, the board of directors of the Registrant authorized the Amendment to Rights Agreement, dated as of March 18, 2002 (the "Amendment"), between the Registrant and Equiserve Trust Company, N.A. (formerly known as First Chicago Trust Company of New York), as Rights Agent. The Amendment (1) amends paragraph (d) of Section 1 of the Rights Agreement to provide that neither Alcoa Inc., a Pennsylvania corporation ("Alcoa"), nor any of its Affiliates or Associates shall be deemed to be the "Beneficial Owner" of, or "beneficially own," any of the shares of Common Stock solely as a result of the execution of that certain Agreement and Plan of Merger, dated as of March 18, 2002, by and among Alcoa, AI Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of Alcoa, and the Company (as the same may be amended from time to time, the "Merger Agreement") or the consummation of the transactions contemplated thereby in accordance with the terms thereof and (2) provides that the Rights will expire immediately prior to the Effective Time, as defined in the Merger Agreement. The Rights Agreement is filed as Exhibit 4.1 to the Registrant's Current Report on Form 8-K, dated March 3, 1999, filed with the Commission March 3, 1999 and incorporated by reference as Exhibit 1 to this Form 8-A/A. The Amendment is attached as Exhibit 2 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 the exhibits hereto, which are incorporated herein by reference. Item 2. Exhibits. Exhibit Description ------- ----------- 1. Rights Agreement, dated as of February 10, 2000, between Ivex Packaging Corporation and First Chicago Trust Company of New York, as Rights Agent, which includes as Exhibit A the Certificate of Designations, Preferences and Rights of Series A Junior Participating Preferred Stock and as Exhibit B the Form of Rights Certificate (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed on March 3, 1999). 2. Amendment to Rights Agreement, dated as of March 18, 2002, between Ivex Packaging Corporation and Equiserve Trust Company, N.A. (formerly known as First Chicago Trust Company 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 registration statement to be signed on its behalf by the undersigned, thereto duly authorized. IVEX PACKAGING CORPORATION By: /s/ G. Douglas Patterson ----------------------------------- Name: G. Douglas Patterson Title: Vice President and General Counsel Date: March 18, 2002 EXHIBIT INDEX Exhibit Description - ------- ----------- 1 Rights Agreement, dated as of February 10, 2000, between Ivex Packaging Corporation and First Chicago Trust Company of New York, as Rights Agent, which includes as Exhibit A the Certificate of Designations, Preferences and Rights of Series A Junior Participating Preferred Stock and as Exhibit B the Form of Rights Certificate (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed on March 3, 1999). 2 Amendment to Rights Agreement, dated as of March 18, 2002, between Ivex Packaging Corporation and Equiserve Trust Company, N.A. (formerly known as First Chicago Trust Company of New York), as Rights Agent. Exhibit 2 AMENDMENT TO RIGHTS AGREEMENT This Amendment to Rights Agreement (this "Amendment"), dated as of March 18, 2002, is entered into by and between Ivex Packaging Corporation, a Delaware corporation (the "Company"), and Equiserve Trust Company, N.A. (formerly known as First Chicago Trust Company of New York), as Rights Agent (the "Rights Agent"). WHEREAS, the Company and the Rights Agent have entered into a Rights Agreement, dated as of February 10, 1999 (the "Agreement"); WHEREAS, the Company wishes to amend the Agreement; and WHEREAS, Section 27 of the Agreement provides, among other things, that prior to the Distribution Date (as such term is defined in the Agreement) the Company may and the Rights Agent shall, if the Company so directs, supplement or amend any provision of the Agreement without the approval of any holders of certificates representing shares of common stock, par value $0.01 per share, of the Company (the "Common Stock") and the associated Rights (as such term is defined in the Agreement). NOW, THEREFORE, the Company and the Rights Agent hereby agree as follows: 1. Paragraph (d) of Section 1 of the Agreement is hereby amended by adding to the end of such paragraph (d) the following: Notwithstanding the foregoing, for purposes of this Agreement, neither Alcoa Inc., a Pennsylvania corporation, nor any of its Affiliates or Associates (collectively, "Alcoa") shall be deemed to be the "Beneficial Owner" of, or "beneficially own," any of the shares of Common Stock solely as a result of the execution of that certain Agreement and Plan of Merger, dated as of March 18, 2002, by and among Alcoa Inc., a Pennsylvania corporation ("Parent"), AI Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent, and the Company (as the same may be amended from time to time, the "Merger Agreement") or the consummation of the transactions contemplated thereby in accordance with the terms thereof. 2. Clause (i) of Section 7(a) of the Agreement is hereby amended and restated to read in its entirety as follows: (i) the earlier of (A) the close of business on February 10, 2009 and (B) immediately prior to the Effective Time, as defined in the Merger Agreement (such earlier time being herein referred to as the "Final Expiration Date"), 3. This Amendment shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts to be made and performed entirely within such State. 4. This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed an original, and all such counterparts shall together constitute but one and the same instrument. 5. Except as expressly set forth herein, this Amendment shall not by implication or otherwise alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Agreement, all of which are ratified and affirmed in all respects and shall continue in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and attested, all as of the day and year first above written. Attest: IVEX PACKAGING CORPORATION By:/s/ Stevie Shoemaker By:/s/ G. Douglas Patterson -------------------------------- -------------------------------- Name: Stevie Shoemaker Name: G. Douglas Patterson Title: Title: Vice President Attest: EQUISERVE TRUST COMPANY, N.A. By:/s/ K. Philip Mayer By:/s/ Peter Sablich -------------------------------- ------------------------------- Name: K. Philip Mayer Name: Peter Sablich Title: Account Manager Title: Managing Director -----END PRIVACY-ENHANCED MESSAGE-----