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)
====================================================================== 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).
AMENDMENT TO RIGHTS AGREEMENT AMENDMENT TO RIGHTS AGREEMENT dated as of April 15, 2002 (this "Amendment"), to the Amended and Restated Rights Agreement dated as of August 7, 1996 (the "Rights Agreement"), between 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. All capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the Rights Agreement. WHEREAS the Company desires to amend the Rights Agreement; WHEREAS the Company deems this Amendment to the Rights Agreement to be necessary and desirable and in the best interests of the holders of the Rights and has duly approved this Amendment; and WHEREAS Section 27 of the Rights Agreement provides, among other things, that prior to any Person becoming an Acquiring Person the Company may, and the Rights Agent shall, if the Company so directs, supplement or amend any provision of the Rights Agreement without the approval of any holders of Rights. NOW, THEREFORE, the Company amends the Rights Agreement as follows: 1. Clause (i) of Section 7(a) of the Rights Agreement is hereby amended and restated to read in its entirety as follows: (i) the close of business on April 15, 2002 (the "Final Expiration Date"), 2. This Amendment shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts to be made and performed entirely within such State. 3. Except as expressly set forth herein, this Amendment shall not by implication or otherwise alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Rights Agreement, all of which are ratified and affirmed in all respects and shall continue in full force and effect. IN WITNESS WHEREOF, the Company and the Rights Agent have executed this Amendment as of the date and year first above written. ALASKA AIR GROUP, INC. EQUISERVE TRUST COMPANY, N.A. as Rights Agent by by /s/ John F. Kelly /s/ Katherine S. Anderson - ---------------------- ---------------------------- John F. Kelly Katherine S. Anderson Chairman and Chief Executive Officer Managing Director