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
ALASKA AIR GROUP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 91-1292054
(State of incorporation (IRS Employer
or organization) Identification No.)
19300 Pacific Highway South
Seattle, Washington
98188
(206) 431-7040
(address and phone number of principal
executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each Class Name of exchange on
to be so registered which each class is to
-- -- -- ---------- be registered
-- ----------
Right to Purchase Series A New York Stock Exchange
Participating Preferred Stock,
$1.00 par value per share
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: 001-08957
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Alaska Air Group, Inc., a Delaware corporation, (the "Company") and
EquiServe Trust Company, N.A. as successor rights agent (the "Rights Agent") to
Fleet National Bank (f/k/a The First National Bank of Boston), a national
banking association, entered into an Amendment to the Rights Agreement dated as
of April 15, 2002 (the "Amendment") amending the Amended and Restated Rights
Agreement (the "Rights Agreement") dated as of August 7, 1996, between the
Company and the Rights Agent in order to amend the Rights Agreement to provide
that the "Final Expiration Date" be the close of business on April 15, 2002.
The foregoing description of the Amendment is qualified in its entirety by
reference to the full text of the Amendment, which is attached hereto as Exhibit
2 and is incorporated herein by reference, and to the Amended and Restated
Rights Agreement which was attached as Exhibit 2.1 to the Form 8-A/A filed by
the Company on August 8, 1996 and is incorporated herein by reference.
ITEM 2. EXHIBITS.
1. Amended and Restated Rights Agreement, dated as of August 7, 1996 between
Alaska Air Group, Inc. and The First National Bank of Boston, as the Rights
Agent (filed as Exhibit 2.1 to the Form 8-A/A of the Company (File No.1-8957)
filed on August 8, 1996 and incorporated by reference herein).
2. Amendment No. 1 to the Amended and Restated Rights Agreement dated as of
April 15, 2002, between Alaska Air Group, Inc. and EquiServe Trust Company,
N.A. as successor rights agent to Fleet National Bank (f/k/a The First
National Bank of Boston), as the Rights Agent (filed herewith).
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 thereunto duly authorized.
Date: April 15, 2002 ALASKA AIR GROUP, INC.
(Registrant),
by:/s/Bradley D. Tilden
------------------------------------------
Bradley D. Tilden
Executive Vice President/Finance and Chief
Financial Officer
EXHIBIT INDEX
Exhibit No. Description
------- --- -----------
1. Amended and Restated Rights Agreement, dated as of August
7, 1996 between Alaska Air Group, Inc. and The First
National Bank of Boston, as the Rights Agent.(filed as
Exhibit 2.1 to the Form 8-A/A of the Company (File No.
1-8957) filed on August 8, 1996 and incorporated by
reference herein).
2. Amendment No. 1 to the Amended and Restated Rights Agreement
dated as of April 15, 2002, between Alaska Air Group, Inc.
and Equiserve Trust Company, N. A. as successor rights agent
to fleet National Bank (f/k/a The First National Bank of
Boston), as the Rights Agent (filed herewith).