<PAGE> 1
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 (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
THE UPJOHN COMPANY
(Exact Name of Registrant as specified in its Charter)
DELAWARE 38-1123360
(State of Incorporation or (IRS Employer Identification No.)
Organization)
7000 Portage Road 49001
Kalamazoo, Michigan (Zip Code)
(Address of Principal Executive
Office)
Securities to be Registered Pursuant to Section 12(b) of the Act:
Title of each class to be so Name of each exchange on which
registered each class is to be registered
Preferred Stock Purchase Rights New York Stock Exchange, Inc.
Securities to be Registered Pursuant to Section 12(g) of the Act:
None
(Title of Class)
<PAGE>
<PAGE> 2
This Amendment No. 3 on Form 8-A/A is filed to supplement and amend
the information set forth on the Registration Statement on Form 8-A filed
by The Upjohn Company, a Delaware corporation ("Upjohn"), on June 26, 1986,
the information set forth in the First Amendment thereto filed on Form 8 by
Upjohn on March 27, 1989 and the information set forth in Amendment No.2
thereto filed on Form 8-A/A by Upjohn on August 21, 1995. All capitalized
terms not defined herein will have the meanings ascribed to such term in
the Rights Agreement, dated as of June 17, 1986, as amended, between Upjohn
and The Bank of New York.
Item 1. Description of Securities
On November 1, 1995, pursuant to resolutions of the Board of
Directors of Upjohn adopted on August 19, 1995 and as of November 1, 1995,
Upjohn redeemed all of the outstanding Rights for a redemption price of
$.05 per right.
Each holder of record of a Right will receive $.05 for each Right
held as of November 1, 1995. Accordingly, no holder of a Right has the
right to exercise any Right and will receive a redemption payment in due
course.
Item 2. Exhibits.
Not Applicable
<PAGE>
<PAGE> 3
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.
THE UPJOHN COMPANY
By: /s/ Kenneth M. Cyrus
Kenneth M. Cyrus, Executive
Vice President, Secretary and
General Counsel
Date: November 9, 1995
