SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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
NNG, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 95-4840775
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(State of Incorporation or Organization) (IRS Employer Identification no.)
1840 Century Park East, Los Angeles, CA 90067
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(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
Common Stock, par value $1.00 per share Pacific Stock Exchange
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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), please 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), please check the following box. [ ]
Securities Act registration statement file number to which this form relates:
333-54800
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Securities to be registered pursuant to Section 12(g) of the Act:
None.
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(Title of Class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
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In response to this item, incorporated by reference is the description of
the Common Stock, $1.00 par value per share (the "Common Stock"), of NNG, Inc.
("Registrant") (together with associated rights) contained under the caption
"Description of NNG Capital Stock - Common Stock" in the Offer to Purchase or
Exchange dated February 1, 2001 (the "Offer") that forms a part of the
Registrant's Registration Statement on Form S-4 (File No. 333-54800) (as amended
from time to time, the "Registration Statement"). One preferred share purchase
right (a "Right") will be attached to each outstanding share of Common Stock and
to each share of Common Stock issued thereafter until the earlier of the
Distribution Date (as defined in the Rights Agreement dated as of January 31,
2001, between the Registrant and EquiServe Trust Company, N.A., as Rights Agent)
or the date on which the Rights expire or are redeemed. To the extent such
descriptions are subsequently amended, the descriptions as subsequently amended
are hereby incorporated by reference to this item.
Item 2. Exhibits
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1. Amended and Restated Certificate of Incorporation of Registrant,
incorporated herein by reference to Exhibit 3.1 to the
Registration Statement.
2. Restated Bylaws of Registrant, incorporated herein by reference to
Exhibit 3.2 to the Registration Statement.
3. The Registrant's Registration Statement on Form S-4, filed with
the Securities and Exchange Commission on February 1, 2001 (File
No. 333-54800), as amended from time to time, incorporated herein
by reference.
4. Rights Agreement dated as of January 31, 2001, incorporated herein
by reference to Exhibit 4.3 to the Registration Statement.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereto duly authorized.
NNG, INC.
Date: March 27, 2001 By: /s/ John H. Mullan
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Name: John H. Mullan
Title: Corporate Vice President, Secretary
and Associate General Counsel
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EXHIBIT INDEX
Exhibit Number Description
1. Amended and Restated Certificate of Incorporation of Registrant,
incorporated herein by reference to Exhibit 3.1 to the Registration
Statement.
2. Restated Bylaws of Registrant, incorporated herein by reference to
Exhibit 3.2 to the Registration Statement.
3. The Registrant's Registration Statement on Form S-4, filed with the
Securities and Exchange Commission on February 1, 2001 (File No. 333-
54800), as amended from time to time, incorporated herein by
reference.
4. Rights Agreement dated as of January 31, 2001, incorporated herein by
reference to Exhibit 4.3 to the Registration Statement.
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