SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------
FORM 8-A/A
AMENDMENT NO. 1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
ALLEGIANCE CORPORATION
---------------------------------------------------------
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
Delaware 36-4095179
- ----------------------------------------------- -----------------------------------
<S> <C>
(Jurisdiction of incorporation or organization) (IRS Employer Identification No.)
1430 Waukegan Road
McGaw Park, Illinois 60085
- ----------------------------------------------- -----------------------------------
(Address of Principal Executive Offices) (Zip Code)
</TABLE>
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
- --------------------------------------------- ------------------------------
Series A Junior Participating Preferred Stock New York Stock Exchange
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.
On September 16, 1996, the Board of Directors (the
"Allegiance Board") of Allegiance Corporation ("Allegiance") declared a
dividend distribution of one Right (each a "Right") for each outstanding
share of Allegiance's common stock, $1.00 par value per share ("Allegiance
Stock"), to stockholders of record at the close of business on September
30, 1996. Each Right entitles the registered holder to purchase from
Allegiance one one-hundredth of a share of Series A Junior Participating
Preferred Stock, par value $.01 per share (the "Preferred Shares"), at a
Purchase Price of $65, subject to adjustment (the "Purchase Price"). The
description and terms of the Rights are set forth in a Rights Agreement
(the "Rights Agreement") dated as of September 30, 1996 between Allegiance
and First Chicago Trust Company of New York, as Rights Agent (the terms of
which are incorporated by reference to Exhibit 10.9 to Amendment No. 2 to
Allegiance's Registration Statement on Form S-1 dated October 4, 1996).
The description set forth below is intended as a summary only
and is qualified in its entirety by reference to the Rights Agreement.
Until the earlier to occur of (i) 10 days following a public
announcement that a person or group of affiliated or associated persons has
acquired beneficial ownership of 15% or more of the outstanding shares of
Allegiance Stock (an "Acquiring Person") or (ii) 10 business days (or such
later date as may be determined by action of the Allegiance Board prior to
such time as any person or group of affiliated persons becomes an Acquiring
Person) following the commencement of a tender offer or exchange offer the
consummation of which would result in the beneficial ownership by a person or
group of 15% or more of the outstanding shares of Allegiance Stock (the
earlier of (i) and (ii) being the "Rights Distribution Date"), the Rights will
be evidenced, with respect to any shares of Allegiance Stock outstanding as of
September 30, 1996, by such Allegiance Stock certificates with a copy of a
summary of rights attached thereto.
The Rights Agreement provides that, until the Rights
Distribution Date (or earlier redemption or expiration of the Rights), the
Rights will be transferred with and only with the shares of Allegiance Stock.
Until the Rights Distribution Date (or earlier redemption or expiration of the
Rights), new Allegiance Stock certificates issued after September 30, 1996
upon transfer or new issuance of Allegiance Stock will contain a notation
incorporating the Rights Agreement by reference. Until the Rights
Distribution Date (or earlier redemption or expiration of the Rights), the
surrender for transfer of any certificates for Allegiance Stock outstanding,
even without such notation or a copy of the summary of rights being attached
thereto, will also constitute the transfer of the Rights associated with the
Allegiance Stock represented by such certificate. As soon as practicable
following the Rights Distribution Date, separate certificates evidencing the
Rights ("Rights Certificates") will be mailed to holders of record of
Allegiance Stock as of the close of business on the Rights Distribution Date
and such separate Rights Certificates alone will evidence the Rights.
The Rights are not exercisable until the Rights Distribution
Date. The Rights will expire on September 30, 2006 (the "Final Expiration
Date"), unless the Final Expiration Date is extended or unless the Rights are
earlier redeemed or exchanged by Allegiance, in each case, as described below.
The Purchase Price payable, and the number of Preferred Shares
or other securities or property issuable, upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution (i) in the event
of a stock dividend on, or a subdivision, combination or reclassification of,
the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares
of certain rights or warrants to subscribe for or purchase Preferred Shares at
a price, or securities convertible into Preferred Shares with a conversion
price, less than the then-current market price of the Preferred Shares, or
(iii) upon the distribution to holders of the Preferred Shares of evidences
of indebtedness, cash (other than a regular quarterly cash dividend out of
the earnings or retained earnings of Allegiance), assets (other than a
dividend payable in Preferred Shares) or of subscription rights or warrants
(other than those referred to above).
The number of outstanding Rights and the number of one
one-hundredths of a Preferred Share issuable upon exercise of each Right are
also subject to adjustment in the event of a stock split of Allegiance Stock
or a stock dividend on Allegiance Stock payable in Allegiance Stock or
subdivisions, consolidations or combinations of Allegiance Stock occurring, in
any such case, prior to the Rights Distribution Date.
Preferred Shares purchasable upon exercise of the Rights will
not be redeemable. Each Preferred Share will be entitled to a minimum
preferential quarterly dividend payment of $1 per share but will be entitled
to an aggregate dividend of 100 times the dividend declared per share of
Allegiance Stock. In the event of liquidation, the holders of the Preferred
Shares will be entitled to a minimum preferential liquidation payment of $100
per share. Each Preferred Share will have 100 votes, voting together with the
Allegiance Stock. Finally, in the event of any merger, consolidation or other
transaction in which shares of Allegiance Stock are exchanged, each Preferred
Share will be entitled to receive 100 times the amount received per share of
Allegiance Stock. The Rights are protected by customary anti-dilution
provisions.
Because of the nature of the dividend, liquidation and voting
rights, the value of the one one-hundredth interest in a Preferred Share
purchasable upon exercise of each Right should approximate the value of one
share of Allegiance Stock.
In the event that any person or group of affiliated or
associated persons becomes an Acquiring Person, proper provision shall be made
so that each holder of a Right, other than Rights beneficially owned by the
Acquiring Person (which will thereafter be void), will thereafter have the
right to receive upon exercise that number of shares of Allegiance Stock
having a market value of two times the exercise price of the Right. In the
event that Allegiance is acquired in a merger or other business combination
transaction or 50% or more of its consolidated assets or earning power are
sold after a person or group of affiliated or associated persons has become an
Acquiring Person, proper provision will be made so that each holder of a Right
will thereafter have the right to receive, upon the exercise thereof at the
then current exercise price of the Right, that number of shares of common
stock of the acquiring company which at the time of such transaction will have
a market value of two times the exercise price of the Right.
At any time after any person or group of affiliates or
associated persons becomes an Acquiring Person and prior to the acquisition by
such person or group of 50% or more of the outstanding shares of Allegiance
Stock, the Allegiance Board may exchange the Rights (other than Rights owned
by such person or group which will have become void), in whole or in part, at
an exchange ratio of one share of Allegiance Stock, or one one-hundredth of a
Preferred Share (or of a share of a class or series of preferred stock of
Allegiance having equivalent rights, preferences and privileges), per Right
(subject to adjustment).
With certain exceptions, no adjustment in the Purchase Price
will be required until cumulative adjustments amount to at least 1% of such
Purchase Price. No fractional Preferred Shares will be issued (other than
fractions which are integral multiples of one one-hundredth of a Preferred
Share, which may, at the election of Allegiance, be evidenced by depositary
receipts) and, in lieu thereof, an adjustment in cash will be made based on
the market price of the Preferred Shares on the last trading day prior to the
date of exercise.
In general, Allegiance may redeem the Rights in whole, but not
in part, at a price of $.01 per Right (payable in cash, Allegiance Stock or
other consideration deemed appropriate by the Allegiance Board) at any time
until ten days following the first public announcement that a person or group
of affiliated or associated persons has become an Acquiring Person.
Immediately upon the action of the Allegiance Board authorizing any
redemption, the Rights will terminate and the only right of the holders of the
Rights will be to receive the redemption price.
The terms of the Rights may be amended by the Allegiance Board
without the consent of the holders of the Rights, including an amendment to
lower certain thresholds described above generally to not less than 10%,
except that from and after such time as any person or group of affiliated
or associated persons becomes an Acquiring Person no such amendment may
adversely affect the interests of the holders of the Rights.
Until a Right is exercised, the holder thereof, as such, will
have no rights as a stockholder of Allegiance, including, without limitation,
the right to vote or to receive dividends.
On October 8, 1998, Allegiance entered into an Agreement and
Plan of Merger (the "Merger Agreement") by and among Allegiance, Cardinal
Health, Inc., an Ohio corporation ("Cardinal"), and Boxes Merger Corp., a
Delaware corporation and wholly-owned subsidiary of Cardinal ("Merger
Subsidiary"). The Merger Agreement provides, among other things, for the
merger of Merger Subsidiary with and into Allegiance (the "Merger"), with
Allegiance surviving the Merger as a wholly-owned subsidiary of Cardinal.
Pursuant to the Merger Agreement, the Company has agreed to amend the
Rights Agreement to provide that no "Stock Acquisition Date", "Distribution
Date" or "Triggering Event" (each as defined in the Rights Agreement) shall
occur and neither Cardinal nor Merger Subsidiary shall become an "Acquiring
Person" (as defined in the Rights Agreement) by reason of or as a result of
the consummation of any transaction contemplated by the Merger Agreement.
Allegiance has also agreed to provide that the Rights Agreement will
terminate immediately prior to the consummation of the Merger. Allegiance
has entered into an amendment to the Rights Agreement with First Chicago
Trust Company of New York, as Rights Agent, to such effect (attached hereto
as Exhibit 1) (the "Rights Agreement Amendment").
The description set forth above describing the Rights
Agreement Amendment is intended as a summary only and is qualified in its
entirety by reference to the Rights Agreement Amendment.
Item 2. Exhibits
1. First Amendment to Rights Agreement between Allegiance
Corporation and First Chicago Trust Company of New York, as
Rights Agent.
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.
ALLEGIANCE CORPORATION
By: /s/ Peter B. McKee
---------------------------------
Name: Peter B. McKee
Title: Senior Vice President
and Chief Financial Officer
Date: October 9, 1998
FIRST AMENDMENT
to
RIGHTS AGREEMENT
--------------------------------
FIRST AMENDMENT dated as of October 8, 1998 (this "Amendment")
between Allegiance Corporation, a Delaware corporation (the "Company") and
First Chicago Trust Company of New York, a New York corporation (the "Rights
Agent").
WHEREAS, the above-mentioned parties have previously entered
into that certain Rights Agreement dated as of September 30, 1996, as amended
(the "Agreement");
WHEREAS, the Company will be entering into an Agreement and
Plan of Merger (the "Merger Agreement"), dated as of October 8, 1998, among
the Company, Cardinal Health, Inc., an Ohio corporation ("Cardinal") and Boxes
Merger Corp., a Delaware corporation and a direct, wholly owned subsidiary of
Cardinal ("Merger Subsidiary"), whereby Merger Subsidiary will merge with and
into the Company (the "Merger") upon the terms and subject to the conditions
set forth in the Merger Agreement;
WHEREAS, as a condition to Cardinal's entering into the Merger
Agreement, the Company has agreed to enter into the Stock Option Agreement,
dated as of October 8, 1998, between the Company and Cardinal;
WHEREAS, the Board of Directors deems it desirable and in the
best interests of its shareholders that the transactions contemplated by the
Merger Agreement be consummated;
WHEREAS, Section 4.23 of the Merger Agreement provides that,
the Company shall amend the Agreement to affirmatively provide that no "Stock
Acquisition Date", "Distribution Date" or "Triggering Event" shall occur and
neither Cardinal nor Merger Subsidiary shall become an "Acquiring Person" by
reason or as a result of the consummation of the Merger or any other
transactions contemplated by the Merger Agreement and that the Agreement will
terminate immediately prior to the consummation of the Merger;
WHEREAS, such parties wish to amend the Agreement in the manner
set forth below.
NOW, THEREFORE, the parties hereto agree as follows:
1. All capitalized terms used herein, unless otherwise
defined herein, shall have the meanings given them in the Agreement, and
each reference in the Agreement to "this Agreement," "hereof," "herein,"
"hereunder" or "hereby" and each other similar reference shall be deemed to
refer to the Agreement as amended hereby. All references to the Agreement
in any other agreement between or among any of the parties hereto relating
to the transactions contemplated by the Agreement shall be deemed to refer
to the Agreement as amended hereby.
2. The definition of "Acquiring Person" in Section 1 is
hereby amended by replacing it in its entirety with the following:
"(a) "Acquiring Person" shall mean any Person who or which,
together with all Affiliates and Associates of such Person, shall be the
Beneficial Owner of 15% or more of the shares of Common Stock then
outstanding, but shall not include the Company, any Subsidiary of the Company,
any employee benefit plan of the Company or of any Subsidiary of the Company,
or any Person organized, appointed or established by the Company for or
pursuant to the terms of any such plan. Notwithstanding the foregoing, no
Person shall become an "Acquiring Person" as the result of any acquisition of
shares of Common Stock by the Company which, by reducing the number of shares
outstanding, increases the proportionate number of shares beneficially owned
by such Person to 15% or more of the shares of Common Stock then outstanding;
PROVIDED, HOWEVER, that if a Person shall become the Beneficial Owner of 15%
or more of the shares of Common Stock then outstanding by reason of share
purchases by the Company and shall, after such share purchases by the Company,
become the Beneficial Owner of any additional shares of Common Stock, then
such Person shall be deemed to be an "Acquiring Person"; PROVIDED FURTHER that
neither Cardinal nor Merger Subsidiary nor any of Cardinal's affiliates shall
become an Acquiring Person by reason or as a result of the Merger or any other
transactions contemplated by either the Merger Agreement or the Stock Option
Agreement. Notwithstanding the foregoing, if the Board of Directors of the
Company determines in good faith that a person who would otherwise be an
"Acquiring Person" (as defined pursuant to the foregoing provisions of this
paragraph (a)) has become such inadvertently, and such Person divests as
promptly as practicable a sufficient number of shares of Common Stock so that
such person would no longer be an "Acquiring Person" (as defined pursuant to
the foregoing provisions of this paragraph (a)), then such Person shall not be
deemed to be an "Acquiring Person" for any purposes of this Agreement."
3. The definition of "Stock Acquisition Date" in Section 1
is hereby amended by replacing it in its entirety with the following:
"(l) "Stock Acquisition Date" shall mean the first date of
public announcement (which, for purposes of this definition, shall include,
without limitation, a report filed pursuant to Section 13(d) under the
Exchange Act) by the Company or an Acquiring Person that an Acquiring Person
has become such; PROVIDED THAT no Stock Acquisition Date shall occur by reason
or as a result of the Merger or any other transactions contemplated by either
the Merger Agreement or the Stock Option Agreement."
4. The definition of "Triggering Event" in Section 1 is
hereby amended by replacing it in its entirety with the following:
"(n) "Triggering Event" shall mean any Section 11(a)(ii) Event
or any Section 13 Event; PROVIDED HOWEVER no Triggering Event shall occur by
reason or as a result of the Merger or any other transactions contemplated by
the Merger Agreement or the Stock Option Agreement."
5. The following definitions are hereby added to Section 1:
""Merger" means the merger of Merger Subsidiary with and into
the Company upon the terms and subject to the conditions set forth in the
Merger Agreement."
""Merger Agreement" means the Agreement and Plan of Merger,
dated as of October 8, 1998, among the Company, Merger Subsidiary and Cardinal
as the same may be amended pursuant to its terms."
""Merger Subsidiary" means Boxes Merger Corp., a Delaware
corporation and a direct, wholly owned subsidiary of Cardinal."
""Cardinal" means Cardinal Health, Inc., an Ohio corporation."
"Stock Option Agreement" means the Stock Option Agreement,
dated as of October 8, 1998, between the Company and Cardinal.
6. Section 3(a) is hereby amended by replacing it in its
entirety with the following:
"(a) Until the earlier of (i) the close of business on the
tenth day after the Stock Acquisition Date (or, if the tenth day after the
Stock Acquisition Date occurs before the Record Date, the close of business on
the Record Date), or (ii) the close of business on the tenth business day (or
such later date as may be determined by action of the Board of Directors of
the Company prior to such time as any Person becomes an Acquiring Person)
after the date that a tender or exchange offer by any Person (other than the
Company, any Subsidiary of the Company, any employee benefit plan of the
Company or of any Subsidiary of the Company, or any Person organized,
appointed or established by the Company for or pursuant to the terms of any
such plan) is first published or sent or given within the meaning of Rule
14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon
consummation thereof, such Person would be the Beneficial Owner of 15% or more
of the shares of Common Stock then outstanding (the earlier of (i) and (ii)
being herein referred to as the "Distribution Date"), (x) the Rights will be
evidenced (subject to the provisions of paragraph (b) of this Section 3) by
the certificates for the Common Stock registered in the names of the holders
of the Common Stock (which certificates for Common Stock shall be deemed also
to be certificates for Rights) and not by separate certificates and (y) the
Rights will be transferable only in connection with the transfer of the
underlying shares of Common Stock (including a transfer to the Company);
PROVIDED HOWEVER no Distribution Date shall occur by reason or as a result of
the Merger or any other transactions contemplated by the Merger Agreement or
the Stock Option Agreement. As soon as practicable after the Distribution
Date, the Rights Agent will send by first-class, insured, postage prepaid
mail, to each record holder of the Common Stock as of the close of business on
the Distribution Date, at the address of such holder shown on the records of
the Company, one or more Rights certificates, in substantially the form of
Exhibit B hereto (the "Rights Certificates"), evidencing one Right for each
share of Common Stock so held, subject to adjustment as provided herein. In
the event that an adjustment in the number of Rights per share of Common Stock
has been made pursuant to Section 11(p) hereof, at the time of distribution of
the Rights Certificates, the Company shall make the necessary and appropriate
rounding adjustments (in accordance with Section 14(a) hereof) so that Rights
Certificates representing only whole numbers of Rights are distributed and
cash is paid in lieu of any fractional Rights. As of and after the
Distribution Date, the Rights will be evidenced solely by such Rights
Certificates."
7. A new Section 35 is hereby added reading in its entirety
as follows:
"This Agreement and the Rights established hereby will
terminate in all respects immediately prior to the consummation of the
Merger."
8. This Amendment shall be shall be governed by and
construed in accordance with the laws of Delaware.
9. This Amendment may be signed in any number of
counterparts, each of which shall be deemed an original, with the same
effect as if the signatures thereto and hereto were upon the same
instrument.
10. Except as expressly amended hereby, the Agreement shall
remain in full force and effect.
IN WITNESS WHEREOF, this Amendment has been duly executed by the
respective authorized officers of the parties hereto, in each case as of the
day and year first above written.
ALLEGIANCE CORPORATION
By: /s/ William L. Feather
-----------------------------
Name: William L. Feather
Title: Senior Vice President
FIRST CHICAGO TRUST COMPANY
OF NEW YORK
By: /s/ Charles D. Keryc
-----------------------------
Name: Charles D. Keryc
Title: Vice President
