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
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Series B Preferred Stock, par value $1.00 New York Stock Exchange
per share
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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)
1
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 Series B Preferred Stock, $1.00 par value per share (the "Preferred Stock"),
of NNG, Inc. ("Registrant") contained under the captions "Summary - The NNG
Preferred Stock" and "Description of NNG Capital Stock - Series B Preferred
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 pursuant to Amendment No. 1 thereto dated March 5,
2001 (as amended from time to time, the "Registration Statement"). 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. Form of Certificate of Designations, Preferences and Rights of
Series B Preferred Stock, incorporated herein by reference to
Exhibit 4.2 to the Registration Statement.
4. Form of Preferred Stock Certificate of Registrant.
5. The descriptions of the Series B Preferred Stock of the
Registrant contained under the caption "Summary - The NNG
Preferred Stock" beginning on page 5 of the Offer and the under
the caption "Description of NNG Capital Stock - Series B
Preferred Stock" beginning on page 71 of the Offer, as amended
are incorporated herein by reference from the Registration
Statement. If such descriptions are subsequently amended, the
descriptions as subsequently amended are hereby incorporated by
reference to this item.
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
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. Form of Certificate of Designations, Preferences and Rights of Series
B Preferred Stock, incorporated herein by reference to Exhibit 4.2 to
the Registration Statement.
4. Form of Preferred Stock Certificate of Registrant.
5. The descriptions of the Series B Preferred Stock of the Registrant
contained under the caption "Summary- The NNG Preferred Stock"
beginning on page 5 of the Offer and the under the caption
"Description of NNG Capital Stock-Series B Preferred Stock" beginning
on page 71 of the Offer, as amended are incorporated herein by
reference from the Registration Statement. If such descriptions are
subsequently amended, the descriptions as subsequently amended are
hereby incorporated by reference to this item.