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 New York 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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