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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A/A
Amendment No. 2
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
AMERICAN STANDARD COMPANIES INC.
(Exact name of registrant as specified in its charter)
Delaware 13-3465896
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Centennial Avenue
P.O. Box 6820 08855-6820
Piscataway, NJ (Zip Code)
(Address of principal executive offices)
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. /X/
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. / /
Securities Act registration statement file number to which this form relates (if
applicable): Not Applicable.
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 Rights The New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act: None
Item 1. Description of Registrant's Securities to be Registered.
On July 10, 2003, the Board of Directors (the "Board") of American Standard
Companies Inc. (the "Company") voted to amend the existing Rights Agreement,
dated as of January 5, 1995, as amended by Amendment No. 1 thereto, dated as of
January 13, 2003 and as amended by Amendment No. 2 thereto, dated as of February
6, 2003 (collectively the "Rights Agreement"), between the Company and The Bank
of New York (the "Rights Agent"). Pursuant thereto, effective August 20, 2003,
the Rights Agreement was amended so that the "Expiration Date" and "Record Date"
were extended and the Purchase Price was increased. A copy of Amendment No. 3 to
the Rights Agreement ("Amendment No. 3"), is attached hereto as Exhibit 1(c) and
is incorporated herein by reference. The foregoing description is qualified in
its entirety by reference to Amendment No. 3.
Item 2. Exhibits.
Exhibit Number Description
1 Rights Agreement, dated as of January 5, 1995, between the
Company and Citibank, N.A., as Rights Agent (incorporated by
reference to Exhibit 4(xxii) to the Company's registration
statement on Form S-2, Commission File No. 33-56409).
1(a) Amendment No. 1 to Rights Agreement, dated as of January
13, 2003, between the Company and The Bank of New
York, as Rights Agent (incorporated by reference to
Exhibit 1(a) to the Company's Form 8-A/A, Commission
File No. 001-11415).
1(b) Amendment No. 2 to Rights Agreement, dated as of February
6, 2003, between the Company and The Bank of New York,
as Rights Agent (incorporated by reference to Exhibit 1(b)
to the Company's Form 8-A/A, Commission File No. 001-11415).
1(c) Amendment No. 3 to Rights Agreement, dated August 20, 2003,
between the Company and The Bank 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.
Date: August 20, 2003
AMERICAN STANDARD COMPANIES INC.
By: /s/ J. Paul McGrath
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Name: J. Paul McGrath
Title: Senior Vice President,
General Counsel and Secretary
EXHIBIT INDEX
Exhibit Number Description
1 Rights Agreement, dated as of January 5, 1995, between the
Company and Citibank, N.A., as Rights Agent (incorporated by
reference to Exhibit 4(xxii) to the Company's registration
statement on Form S-2, Commission File No. 33-56409).
1(a) Amendment No. 1 to Rights Agreement, dated as of January
13, 2003, between the Company and The Bank of New
York, as Rights Agent (incorporated by reference to
Exhibit 1(a) to the Company's Form 8-A/A, Commission
File No. 001-11415).
1(b) Amendment No. 2 to Rights Agreement, dated as of February
6, 2003, between the Company and The Bank of New York,
as Rights Agent (incorporated by reference to Exhibit 1(b)
to the Company's Form 8-A/A, Commission File No. 001-11415).
1(c) Amendment No. 3 to Rights Agreement, dated August 20, 2003,
between the Company and The Bank of New York, as Rights
Agent.