SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 2
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
CHEMFIRST INC.
(Exact Name of Registrant as Specified in Its Charter)
Mississippi 64-0679456
(State of Incorporation or Organization) (IRS Employer Identification No.)
700 North Street, P. O. Box 1249
Jackson, Mississippi 39215-1249
(Address of Principal Executive Offices) (Zip Code)
If this form relates to the registration of a class of If this form relates to the registration of a class of
securities pursuant to Section 12(b) of the Exchange Act securities pursuant to Section 12(g) of the Exchange
and is effective pursuant to General Instruction A.(c), Act and is effective pursuant to General Instruction
please check the following box. [X] A.(d), please check the following box. [_]
Securities Act registration statement file number to which this form
relates: 333-15789.
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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Common Stock, par value $1.00 per share New York Stock Exchange
Preferred Stock Purchase Rights
Securities to be registered pursuant to Section 12(g) of the Act: None
EXPLANATORY NOTE
ChemFirst Inc. ("ChemFirst") hereby amends its registration
statement on Form 8-A filed on December 9, 1996 (as heretofore amended, the
"Form 8-A") in order to file the Third Amendment to Rights Agreement,
effective July 23, 2002, by and among ChemFirst and American Stock Transfer
& Trust Company, as an exhibit to the Form 8-A.
The Third Amendment to the Rights Agreement provides that neither
E. I. du Pont de Nemours and Company, a Delaware corporation, nor any of
its Affiliates or Associates (collectively, "DuPont") shall be deemed to be
the "Beneficial Owner" of, or "beneficially own," any of the shares of
ChemFirst common stock, par value $1.00 per share (the "Common Stock"),
solely as a result of the execution of that certain Shareholder Agreement
dated as of July 23, 2002, by and among DuPont, Purple Acquisition
Corporation ("Sub"), a Mississippi corporation and a wholly owned
subsidiary of DuPont, J. Kelly Williams, individually and as Trustee of the
J. Kelly Williams Revocable Trust U/A/D 7/12/91, Jean P. Williams, as
Trustee of the Jean P. Williams Revocable Trust U/A/D 7/12/91, Greenup,
L.P., a Mississippi limited partnership and JKW Holdings, Inc., a
Mississippi corporation, or that certain Agreement and Plan of Merger,
dated as of July 23, 2002, among DuPont, Sub and ChemFirst or the
consummation of the transactions contemplated thereby in accordance with
the terms thereof. The First Amendment to the Rights Agreement, effective
May 1, 1997, changed the Rights Agent from KeyCorp Shareholder Services,
Inc. to The Bank of New York. The Second Amendment to the Rights Agreement,
effective October 1, 2002, changed the Rights Agent from The Bank of New
York to American Stock Transfer & Trust Company and lowered the required
minimum combined capital and surplus of the Rights Agent from $100 million
to $10 million.
Item 1. Description of Registrant's Securities to be Registered.
The description of Common Stock included under the caption
"Description of ChemFirst Capital Stock" in Amendment No. 1 to the
Registration Statement on Form S-1 (File No. 333-15789) filed with the
Securities and Exchange Commission ("Commission") on November 18, 1996 (the
"Registration Statement") is incorporated herein by reference. The
description of ChemFirst's preferred stock purchase rights included under
the caption "Description of ChemFirst Capital Stock -- Shareholder Rights
Plan" in the Registration Statement is incorporated herein by reference.
Item 2. Exhibits
Exhibit No. Description
3(a) Amended and Restated Articles of Incorporation
of ChemFirst were filed as Exhibit 3.1 to
Amendment No. 1 to ChemFirst's Form S-1 (File
No. 333-15789) filed on November 18, 1996 and
are incorporated herein by reference.
3(b) Bylaws of ChemFirst, as amended, were filed as
Exhibit 4.3 to ChemFirst's Form S-8 (File No.
333-69965) filed on December 30, 1998 and are
incorporated herein by reference.
4(a) Rights Agreement, dated as of October 30, 1996,
between ChemFirst and KeyCorp Shareholder
Services, Inc., was filed as Exhibit 4 to
Amendment No. 1 to ChemFirst's Form S-1 (File
No. 333-15789) filed on November 18, 1996 and
is incorporated herein by reference.
4(b) First Amendment to Rights Agreement, effective
May 1, 1997, by and among ChemFirst, KeyCorp
Shareholder Services, Inc. and The Bank of New
York, was filed as Exhibit 4.5 to ChemFirst's
Form S-8 (File No. 333-69965) filed on December
30, 1998 and is incorporated herein by
reference.
4(c) Second Amendment to Rights Agreement, effective
October 1, 2001, by and among ChemFirst, The
Bank of New York and American Stock Transfer &
Trust Company, was filed as Exhibit 4(c) to
ChemFirst's Form 8-A/A (File No. 333-35221)
filed on November 2, 2001 and is incorporated
herein by reference.
4(d) Third Amendment to Rights Agreement effective
July 23, 2001, by and among ChemFirst and
American Stock Transfer & Trust Company.
4 (e) Form of ChemFirst common stock certificate was
filed as Exhibit 4(d) to ChemFirst's Form 8-A/A
(File No. 333-35221) filed on November 2, 2001
and is incorporated herein by reference.
99(a) Amendment No. 1 to ChemFirst's Registration
Statement on Form S-1 (File No. 333-15789) was
filed on November 18, 1996 and is incorporated
herein by reference.
99(b) Amendment No. 1 to ChemFirst's Registration
Statement on Form 8-A/A (File No. 333-35221)
was filed on November 2, 2001 and is
incorporated herein by reference.
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.
CHEMFIRST INC.
Date: July 23, 2002
By: /s/ R. Michael Summerford
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Name: R. Michael Summerford
Title: President and Chief Operating
Officer
EXHIBIT INDEX
Exhibit No. Description
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3(a) Amended and Restated Articles of Incorporation
of ChemFirst were filed as Exhibit 3.1 to
Amendment No. 1 to ChemFirst's Form S-1 (File
No. 333-15789) filed on November 18, 1996 and
are incorporated herein by reference.
3(b) Bylaws of ChemFirst, as amended, were filed as
Exhibit 4.3 to ChemFirst's Form S-8 (File No.
333-69965) filed on December 30, 1998 and are
incorporated herein by reference.
4(a) Rights Agreement, dated as of October 30, 1996,
between ChemFirst and KeyCorp Shareholder
Services, Inc., was filed as Exhibit 4 to
Amendment No. 1 to ChemFirst's Form S-1 (File
No. 333-15789) filed on November 18, 1996 and
is incorporated herein by reference.
4(b) First Amendment to Rights Agreement, effective
May 1, 1997, by and among ChemFirst, KeyCorp
Shareholder Services, Inc. and The Bank of New
York, was filed as Exhibit 4.5 to ChemFirst's
Form S-8 (File No. 333-69965) filed on December
30, 1998 and is incorporated herein by
reference.
4(c) Second Amendment to Rights Agreement, effective
October 1, 2001, by and among ChemFirst, The
Bank of New York and American Stock Transfer &
Trust Company, was filed as Exhibit 4(c) to
ChemFirst's Form 8-A/A (File No. 333-35221)
filed on November 2, 2001 and is incorporated
herein by reference.
4(d) Third Amendment to Rights Agreement effective
July 23, 2001, by and among ChemFirst and
American Stock Transfer & Trust Company.
4 (e) Form of ChemFirst common stock certificate was
filed as Exhibit 4(d) to ChemFirst's Form 8-A/A
(File No. 333-35221) filed on November 2, 2001
and is incorporated herein by reference.
99(a) Amendment No. 1 to ChemFirst's Registration
Statement on Form S-1 (File No. 333-15789) was
filed on November 18, 1996 and is incorporated
herein by reference.
99(b) Amendment No. 1 to ChemFirst's Registration
Statement on Form 8-A/A (File No. 333-35221)
was filed on November 2, 2001 and is
incorporated herein by reference.