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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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
Unisource Worldwide, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 13-15369500
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(Jurisdiction of incorporation (IRS Employer Identification No.)
or organization)
1100 Cassatt Road
Berwyn, Pennsylvania 19312
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(Address of principal (Zip Code)
executive offices)
If this form relates to the If this form relates to the
registration of a class of debt registration of a class of debt
securities and is effective upon securities and is to become effective
filing pursuant to General simultaneously with the effectiveness
Instruction A(c)(1), please check the of a concurrent registration
following box. [ ] statement under the Securities Act of
1933 pursuant to General Instruction
A(c)(2), please check the following
box. [ ]
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
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Preferred Stock New York Stock Exchange
Purchase Rights Philadelphia Stock Exchange
Chicago Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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<PAGE>
Item 1 is hereby amended and restated in its entirety to read in full as
follows:
Item 1. Description of the Registrant's Securities to be Registered.
On December 12, 1996, the Board of Directors of Unisource Worldwide, Inc.
(the "Company") declared a dividend distribution of one right (a "Right") for
each outstanding share of Common Stock (each, a "Common Share") of the Company
to stockholders of record at the close of business on December 31, 1996. Each
Right entitles the registered holder to purchase from the Company a unit
consisting of one one-hundredth of a share (a "Unit") of the Series A Junior
Participating Preferred Stock, par value $.001 per share, of the Company (the
"Preferred Shares"), or a combination of securities and assets of equivalent
value, at a Purchase Price of $80 per Unit, subject to adjustment (the "Purchase
Price"). The description and terms of the Rights are set forth in a Rights
Agreement (as amended from time to time, the "Rights Agreement") between the
Company and National City Bank, as Rights Agent.
Initially, ownership of the Rights will be evidenced by the Common Share
certificates representing shares then outstanding, and, except as noted below,
no separate Rights Certificates will be distributed and Rights will attach to
and trade with the Common Shares. The Rights will separate from the Common
Shares and a distribution date will occur (the "Distribution Date") upon the
earlier of (i) ten business days following a public announcement that a person
or group of affiliated or associated persons (an "Acquiring Person") has
acquired, or obtained the right to acquire, beneficial ownership of 20% or more
of the outstanding Common Shares (the "Stock Acquisition Date"), or (ii) within
ten business days (or such later date as may be determined by the Board of
Directors prior to such time as any person or group of affiliated or associated
persons becomes an Acquiring Person) following the commencement of a tender
offer or exchange offer that would result in a person or group (excluding the
Company and its subsidiaries and benefit plans) beneficially owning 20% or more
of the outstanding Common Shares. Until the Distribution Date, the Rights will
be evidenced by the Common Share certificates and will be transferred with and
only with such Common Share certificates. Therefore, the surrender for transfer
of any certificates for Common Shares outstanding will also constitute the
transfer of the Rights associated with the Common Shares represented by such
certificate.
The Rights are not exercisable until the Distribution Date and will expire
at the close of business on November 8, 2006, unless earlier redeemed by the
Company as described below or unless a transaction under Section 13(d) of the
Rights Agreement has occurred.
Except in the circumstances described below, after the Distribution Date
each Right will be exercisable into one one-hundredth of a Preferred Share (a
"Preferred Share Fraction"). Each Preferred Share Fraction carries voting and
dividend rights that are intended to produce the equivalent of one Common Share.
The voting and dividend rights of the Preferred Shares are subject to adjustment
in the event of dividends, subdivisions and combinations with respect to the
Common Shares of the Company. In lieu of issuing certificates for Preferred
Share Fractions which are less than an integral multiple of one Preferred Share
(i.e. 100 Preferred Share Fractions), the Company may pay cash representing the
current market value of the Preferred Share Fractions.
In the event that (i) at any time following the Stock Acquisition Date,
the Company is the surviving corporation in a merger with an Acquiring Person
and its Common Shares remain outstanding, (ii) a person, including affiliates
and associates, becomes the beneficial owner of more than 20% of the then
outstanding Common Shares (unless such acquisition is made pursuant to a tender
or exchange offer for all outstanding Common Shares upon terms and conditions
determined by at least a majority of the members of the Board of Directors of
the Company, after receiving advice from one or more nationally recognized
investment banking firms, to be in the best interests of the Company and its
stockholders (a "Qualifying Offer")), (iii) an Acquiring Person, at any time
following the Stock Acquisition Date, engages in one or more "self-dealing"
transactions, as set forth in the Rights Agreement or (iv) during such time as
there is an Acquiring Person an event occurs that results in such Acquiring
Person's ownership interest being increased by more than one percent (e.g., a
reverse stock split), each holder of a Right will thereafter have the right to
receive, upon exercise, Common Shares (or, in certain
<PAGE>
circumstances, cash, property or other securities of the Company) having a value
equal to approximately two times the exercise price of the Right. In lieu of
requiring payment of the Purchase Price upon exercise of the Rights following
any such event, the Company, by action of a majority of the members of the Board
of Directors of the Company in office at the time, may permit the holders simply
to surrender the Rights, in which event they will be entitled to receive Common
Shares (and other property, as the case may be) with a value of 50% of what
could be purchased by payment of the full Purchase Price. Notwithstanding any of
the foregoing, following the occurrence of any of the events set forth in
clauses (i), (ii), (iii) or (iv) of this paragraph, all Rights that are, or
(under certain circumstances specified in the Rights Agreement) were,
beneficially owned by any Acquiring Person who was involved in the transaction
giving rise to any such event will be null and void. However, Rights are not
exercisable following the occurrence of any of the events set forth above until
such time as the Rights are no longer redeemable by the Company as set forth
below.
For example, at an exercise price of $80 per Right, each Right not
otherwise voided following an event set forth in the preceding paragraph would
entitle its holder to purchase $160 worth of Common Shares (or other
consideration, as noted above) for $80. Assuming that the Common Shares had a
per share value of $16 at such time, the holder of each valid Right would be
entitled to purchase ten Common Shares for $80. Alternatively, the Company could
permit the holder to surrender each Right in exchange for stock equivalent to
five Common Shares (or cash or other securities with a value of $80) without the
payment of any consideration other than the surrender of the Right.
In the event that at any time following the Stock Acquisition Date (i) the
Company is acquired in a merger or other business combination transaction in
which the Company is not the surviving corporation (other than a merger that
follows a Qualifying Offer), or (ii) 50% or more of the Company's assets or
earning power is sold, transferred, each holder of a Right (except Rights that
previously have been voided as set forth above) shall thereafter have the right
to receive, upon exercise, common shares of the acquiring company having a value
equal to approximately two times the exercise price of the Right. Again,
provision is made to permit, at the option of the Company, surrender of the
Rights in exchange for one-half of the value otherwise purchasable. The events
set forth in this paragraph and in the second preceding paragraph are referred
to as the "Triggering Events."
Notwithstanding anything in the Rights Agreement to the contrary, (i) no
Distribution Date, Stock Acquisition Date or Triggering Event shall be deemed to
have occurred, (ii) neither Georgia-Pacific Corporation, a Georgia corporation
("Georgia-Pacific"), nor any of its subsidiaries (collectively, the "Acquisition
Group") shall be deemed to have become an Acquiring Person and (iii) no holder
of Rights shall be entitled to any rights or benefits pursuant to the Rights
Agreement, in each case by reason of (w) the approval, execution, delivery and
performance of the Agreement and Plan of Merger dated as of May 25, 1999 among
the Company, Georgia-Pacific and Atlanta Acquisition Corp., a Delaware
corporation (the "Merger Agreement"), by the parties thereto, (x) the
consummation by Georgia-Pacific of the tender offer contemplated by the Merger
Agreement, (y) the approval of the Merger Agreement by the stockholders of the
Company or (z) the consummation of any of the other transactions contemplated by
the Merger Agreement; provided that in the event that one or more members of the
Acquisition Group collectively become the Beneficial Owner of 20% or more of the
Common Shares of the Company then outstanding in any manner other than as set
forth in the Merger Agreement, the provisions of this paragraph (other than this
proviso) shall not apply.
The Purchase Price payable, and the number of Units 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) if holders of the Preferred Shares are granted certain rights or
warrants to subscribe for Preferred Shares or convertible securities at less
than the current market price of the Preferred Shares, or (iii) upon the
distribution to holders of the Preferred Shares of evidences of indebtedness or
assets (excluding regular quarterly dividends) or of subscription rights or
warrants (other than those referred to above). Similar dilution protection
exists with respect to transactions affecting Common Shares similar to those
described in clauses (i)-(iii) above.
<PAGE>
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments amount to at least 1% of the Purchase
Price. No fractional Units will be issued and, in lieu thereof, an adjustment in
cash will be made based on the market price of the Preferred Shares on the last
trading date prior to the date of exercise.
At any time until ten days following the Stock Acquisition Date, the
Company may redeem the Rights in whole, but not in part, at a price of $.01 per
Right. That ten day redemption period may be extended by the Board of Directors
so long as the Rights are still redeemable. Immediately upon the action of the
Board of Directors ordering redemption of the Rights, the Rights will terminate
and the only right of the holders of Rights will be to receive the $.01
redemption price.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends. While the distribution of the Rights will not
be taxable to stockholders or to the Company, stockholders may, depending upon
the circumstances, recognize taxable income in the event that the Rights become
exercisable for Preferred Shares (or other consideration) of the Company or for
common shares of the acquiring company as set forth above.
Other than those provisions relating to the principal terms of the Rights
(i.e., concerning the redemption price, the expiration date of the Rights
Agreement, the purchase price of Rights or the number of Preferred Share
Fractions issuable upon exercise of the Rights), any of the provisions of the
Rights Agreement may be amended by the Board of Directors of the Company prior
to the Distribution Date. After the Distribution Date, the provisions of the
Rights Agreement may be amended by the Board in order to cure any ambiguity, to
make changes that do not adversely affect the interests of holders of Rights
(excluding the interests of any Acquiring Person), or to shorten or lengthen any
time period under the Rights Agreement; provided, however, that no amendment to
adjust the time period governing redemption shall be made at such time as the
Rights are not redeemable.
A copy of the Rights Agreement and a copy of Amendment No. 1 to the Rights
Agreement dated as of February 28, 1999 ("Amendment No. 1") have previously been
filed with the Securities and Exchange Commission as Exhibits to this
Registration Statement on Form 8-A and a copy of Amendment No. 2 to the Rights
Agreement dated as of May 25, 1999 ("Amendment No. 2") is being filed with the
Securities and Exchange Commission as an Exhibit to this Registration Statement
on Form 8-A. This summary description of the Rights does not purport to be
complete and is qualified in its entirety by reference to the Rights Agreement,
as amended by Amendment No. 1 and Amendment No. 2, which is incorporated herein
by reference.
<PAGE>
Item 2 is hereby amended and restated in its entirety to read in full as
follows:
Item 2. Exhibits
1. Rights Agreement dated as of December 30, 1996 between
Unisource Worldwide, Inc. and National City Bank, as Rights
Agent, which includes, as Exhibit A thereto, the Resolutions
of the Board of Directors with respect to Series A Junior
Participating Preferred Stock and as Exhibit B thereto, the
form of Rights Certificate.(*)
2. Amendment No. 1 dated as of February 28, 1999 to the Rights
Agreement dated as of December 30, 1996 between Unisource
Worldwide, Inc. and National City Bank.(*)
3. Amendment No. 2 dated as of May 25, 1999 to the Rights
Agreement dated as of December 30, 1996, as amended by
Amendment No. 1 to the Rights Agreement dated as of February
28, 1999, between Unisource Worldwide, Inc. and National
City Bank.
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(*) Previously filed.
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this amendment to its registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized.
UNISOURCE WORLDWIDE, INC.
By: /s/ Thomas A. Decker
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Name: Thomas A. Decker
Title: General Counsel
Dated: May 25, 1999
<PAGE>
The Exhibits Index is hereby amended and restated in its entirety to read
in full as follows:
1. Rights Agreement dated as of December 30, 1996 between Unisource
Worldwide, Inc. and National City Bank, as Rights Agent, which
includes, as Exhibit A thereto, the Resolution of the Board of
Directors with respect to Series A Junior Participating Preferred
Stock and as Exhibit B thereto, the form of Rights Certificate.(*)
2. Amendment No. 1 dated as of February 28, 1999 to the Rights Agreement
dated as of December 30, 1996 between Unisource Worldwide, Inc. and
National City Bank.(*)
3. Amendment No. 2 dated as of May 25, 1999 to the Rights Agreement dated
as of December 30, 1996, as amended by Amendment No. 1 to the Rights
Agreement dated as of February 28, 1999, between Unisource Worldwide,
Inc. and National City Bank.
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(*) Previously filed.
AMENDMENT NO. 2 TO RIGHTS AGREEMENT
AMENDMENT NO. 2 (this "Amendment") dated as of May 25, 1999 to the
Rights Agreement dated as of December 30, 1996, as amended by Amendment No. 1 to
the Rights Agreement dated as of February 28, 1999, between UNISOURCE WORLDWIDE,
INC., a Delaware corporation (the "Company"), and NATIONAL CITY BANK, as Rights
Agent (the "Rights Agent").
W I T N E S S E T H
WHEREAS, on February 28, 1999, the Company entered into an Agreement
and Plan of Merger among the Company, UGI Corporation, a Pennsylvania
corporation, and Vulcan Acquisition Corp., a Delaware corporation (the "UGI
Merger Agreement"); and
WHEREAS, subsequent to the execution of the UGI Merger Agreement, the
Company received an unsolicited Superior Proposal (as defined in the UGI Merger
Agreement) from Georgia-Pacific Corporation, a Georgia corporation
("Georgia-Pacific"); and
WHEREAS, after receipt of the Superior Proposal referred to above, the
Company entered into negotiations with Georgia-Pacific with respect to its
Superior Proposal in accordance with the terms of the UGI Merger Agreement; and
WHEREAS, after reaching agreement with Georgia-Pacific on the terms of
its Superior Proposal, the Company terminated the UGI Merger Agreement in
accordance with its terms in order to permit it to enter into a binding written
agreement with Georgia-Pacific with respect to its Superior Proposal; and
WHEREAS, concurrently with the execution hereof, the Company has
entered into an Agreement and Plan of Merger dated as of May 25, 1999 among the
Company, Georgia-Pacific and Atlanta Acquisition Corp., a Delaware corporation
(the "Merger Agreement"); and
WHEREAS, the Board of Directors of the Company has approved, authorized
and adopted the Merger Agreement and the transactions contemplated thereby and,
subject to certain conditions, is bound to recommend to the stockholders of the
Company the approval and adoption of the Merger Agreement; and
<PAGE>
WHEREAS, the Board of Directors of the Company has determined that in
connection with the Merger Agreement and the transactions contemplated thereby,
it is desirable to amend the Rights Agreement dated as of December 30, 1996, as
amended, between the Company and the Rights Agent (as so amended, the "Rights
Agreement") as set forth herein; and
WHEREAS, pursuant to Section 26 of the Rights Agreement, the Company
and the Rights Agent desire to amend the Rights Agreement as set forth herein;
NOW, THEREFORE, the Rights Agreement is amended as follows:
SECTION 1. Proposed Merger. Section 3(d) of the Rights Agreement is
hereby amended and restated in its entirety to read in full as follows:
(d) Notwithstanding anything in this Agreement to the
contrary, (i) no Distribution Date, Stock Acquisition Date or
Triggering Event shall be deemed to have occurred, (ii) neither
Georgia-Pacific Corporation, a Georgia corporation ("Georgia-Pacific"),
nor any of its Subsidiaries (collectively, the "Acquisition Group")
shall be deemed to have become an Acquiring Person and (iii) no holder
of Rights shall be entitled to any rights or benefits pursuant to
Sections 7(a), 11(a), 13(a) or any other provision of this Agreement,
in each case by reason of (w) the approval, execution, delivery and
performance of the Agreement and Plan of Merger dated as of May 25,
1999 among the Company, Georgia-Pacific and Atlanta Acquisition, a
Delaware corporation (the "Merger Agreement"), by the parties thereto,
(x) the consummation by Georgia-Pacific of the tender offer
contemplated by the Merger Agreement, (y) the approval of the Merger
Agreement by the stockholders of the Company or (z) the consummation of
any of the other transactions contemplated by the Merger Agreement;
provided that in the event that one or more members of the Acquisition
Group collectively become the Beneficial Owner of 20% or more of the
Common Shares then outstanding in any manner other than as set forth in
the Merger Agreement, the provisions of this sentence (other than this
proviso) shall terminate."
SECTION 3. Effectiveness. This Amendment shall be deemed effective as
of the date first set forth above. Except as amended hereby, the Rights
Agreement shall remain in full force and effect and shall be otherwise
unaffected hereby.
SECTION 4. Miscellaneous. 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
<PAGE>
to contracts to be made and performed entirely within such state. This Amendment
may be executed in any number of counterparts, each of such counterparts shall
for all purposes be deemed to be an original, and all such counterparts shall
together constitute but one and the same instrument. If any term, provision,
covenant or restriction of this Amendment is held by a court of competent
jurisdiction or other authority to be invalid, illegal, or unenforceable, the
remainder of the terms, provisions, covenants and restrictions of this Amendment
shall remain in full force and effect and shall in no way be affected, impaired
or invalidated.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.
UNISOURCE WORLDWIDE, INC.
By: /s/ Thomas A. Decker
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Name: Thomas A. Decker
Title: General Counsel
NATIONAL CITY BANK
By: /s/ Sherry L. Damore
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Name: Sherry L. Damore
Title: Vice President
