UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________
FORM 8-A/A
Amendment No. 2
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Ryan's Restaurant Group, Inc.
(Exact Name of Registrant as Specified in Its Charter)
South Carolina 57-0657895
(State or Other Jurisdiction (IRS Employer Identification No.)
of Incorporation)
405 Lancaster Avenue (29650)
Post Office Box 100
Greer, SC 29652
(Address of principal executive offices) (Zip Code)
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. [ ]
If this form related 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. [X]
Securities Act registration statement file number to which
this form relates: _______________
(if applicable)
Securities to be registered pursuant to Section 12(b) of the
Act:
Title of each class Name of each exchange on
To be so registered which each class is to be
registered
None None
Securities to be registered pursuant to Section 12(g) of the
Act:
Common Stock Purchase Rights
(pursuant to Shareholder Rights Agreement dated as of February
18, 2005, as amended)
(Title of Class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Ryan's Restaurant Group, Inc., a South Carolina corporation
("Ryan's"), is amending the Registration Statement on Form 8-A
relating to its Common Stock Purchase Rights filed with the
Securities and Exchange Commission (the "SEC") on February 18,
2005, as amended by Amendment No. 1 on Form 8-A/A filed with the
SEC on February 23, 2005 (as amended, the "Form 8-A").
Item 1. Description of Registrant's Securities To Be Registered
Item 1 of the Form 8-A is hereby amended by adding the following:
On July 24, 2006, Ryan's entered into an Agreement and Plan
of Merger (the "Merger Agreement") with Ryan's, Buffets, Inc.
("Buffets"), a Minnesota corporation and Buffets Southeast, Inc.,
a South Carolina corporation and wholly owned subsidiary of
Buffets ("Merger Sub"), pursuant to which Merger Sub will merge
with and into Ryan's, with Ryan's as the surviving corporation
(the "Merger").
Prior to and in connection with the execution of the Merger
Agreement, on July 24, 2006, Ryan's and American Stock Transfer &
Trust Company ("AST") entered into an amendment (the "Amendment")
to the Shareholder Rights Agreement between Ryan's and AST, as
rights agent, dated as of February 18, 2005, as amended (the
"Rights Agreement") that provides that neither the execution of
the Merger Agreement, nor the announcement or consummation of the
Merger, will trigger the provisions of the Rights Agreement. The
Amendment also provides that the Rights Agreement will terminate
immediately prior to the effective time of the Merger.
The foregoing description of the Amendment is qualified in
its entirety by reference to the Amendment, which was filed as
Exhibit 4.1 to Ryan's Current Report 8-K filed on July 25, 2006,
and is expressly incorporated herein by reference.
Item 2. Exhibits
Item 2 is hereby amended by adding the following:
The following exhibit is filed as part of this Registration
Statement on Form 8-A/A:
4.1 Second Amendment to Shareholder Rights Agreement, dated as
of July 24, 2006, between Ryan's Restaurant Group, Inc. and
American Stock Transfer & Trust Company. Incorporated by
reference to Exhibit 4.1 to Ryan's Current Report on Form 8-
K filed on July 25, 2006.
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, thereto duly authorized.
RYAN'S RESTAURANT GROUP, INC.
Date: October 10, 2006 By: /s/Janet J. Gleitz
Name: Janet J. Gleitz
Title: Secretary