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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
TRICON GLOBAL RESTAURANTS, INC.
(Exact name of registrant as specified in its charter)
North Carolina 13-3951308
(State of Incorporation or Organization) (IRS Employer Identification No.)
1441 Gardiner Lane, Louisville, KY 40213
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (502) 874-8300
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which each
to be so registered class is to be registered
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Preferred Stock Purchase Rights New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
Exhibit Index is on Page 6
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Item 1. Description of Securities To Be Registered.
On July 21, 1998, the Board of Directors of Tricon Global
Restaurants, Inc. (the "Company") declared a dividend distribution of one Right
for each outstanding share of Company Common Stock to shareholders of record at
the close of business on August 3, 1998 (the "Record Date"). Each Right entitles
the registered holder to purchase from the Company a unit consisting of one
one-thousandth of a share (a "Unit") of Series A Junior Participating Preferred
Stock, without par value (the "Preferred Stock") at a Purchase Price of $130 per
Unit, subject to adjustment. The description and terms of the Rights are set
forth in a Rights Agreement (the "Rights Agreement") between the Company and
BankBoston, N.A., as Rights Agent.
Initially, the Rights will be attached to all Common Stock
certificates and DRS book-entry positions representing shares then outstanding,
and no separate Rights Certificates will be distributed. Subject to certain
exceptions specified in the Rights Agreement, the Rights will separate from the
Common Stock and a Distribution Date will occur upon the earlier of (i) 10
business days following a public announcement that a person or group of
affiliated or associated persons (a "Person") has acquired beneficial ownership
of 15% or more, or 20% or more if such person or group owned 10% or more on the
Plan's adoption date, of the outstanding shares of Common Stock (an "Acquiring
Person"), other than as a result of repurchases of stock by the Company or
certain inadvertent actions by institutional or certain other shareholders or
(ii) 10 business days (or such later date as the Board shall determine)
following the commencement of a tender offer or exchange offer that would result
in a person or group becoming an Acquiring Person. Until the Distribution Date,
(i) the Rights will be evidenced by the Common Stock certificates or DRS
book-entry positions and will be transferred with and only with such Common
Stock certificates or DRS book-entry positions, (ii) new Common Stock
certificates and DRS book-entry positions issued after the Record Date will
contain a notation incorporating the Rights Agreement by reference and (iii) the
surrender for transfer of any certificates for Common Stock outstanding will
also constitute the transfer of the Rights associated with the Common Stock
represented by such certificate. Pursuant to the Rights Agreement, the Company
reserves the right to require prior to the occurrence of a Triggering Event (as
defined below) that, upon any exercise of Rights, a number of Rights be
exercised so that only whole shares of Preferred Stock will be issued.
The Rights are not exercisable until the Distribution Date and
will expire at 5:00 P.M. (New York City time) on July 21, 2008, unless such date
is extended or the Rights are earlier redeemed or exchanged by the Company as
described below.
As soon as practicable after the Distribution Date, Rights
Certificates will be mailed to holders of record of the Common Stock as of the
close of business on the Distribution Date and, thereafter, the separate Rights
Certificates alone will represent the Rights. Except as otherwise determined by
the Board of Directors, only shares of Common Stock issued prior to the
Distribution Date will be issued with Rights.
In the event that a Person becomes an Acquiring Person, except
pursuant to an offer for all outstanding shares of Common Stock which the
independent directors determine to be fair and not inadequate to and to
otherwise be in the best interests of the Company and its shareholders, after
receiving advice from one or more investment banking firms (a "Qualifying
Offer"), each holder of a Right will thereafter have the right to receive, upon
exercise, Common Stock (or, in certain circumstances, cash, property or other
securities of the Company) having a value equal to two times the exercise price
of the Right. Notwithstanding any of the foregoing, following the occurrence of
the event
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set forth in this paragraph, all Rights that are, or (under certain
circumstances specified in the Rights Agreement) were, beneficially owned by any
Acquiring Person will be null and void. However, Rights are not exercisable
following the occurrence of the event 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 $130 per Right, each Right
not owned by an Acquiring Person (or by certain related parties) following an
event set forth in the preceding paragraph would entitle its holder to purchase
$260 worth of Common Stock (or other consideration, as noted above) for $130.
Assuming that the Common Stock had a per share value of $33 at such time, the
holder of each valid Right would be entitled to purchase approximately 8 shares
of Common Stock for $130.
In the event that, at any time following the date on which a
public announcement is made that a Person has become an Acquiring Person (the
"Stock Acquisition Date"), (i) the Company engages in a merger or other business
combination transaction in which the Company is not the surviving corporation
(other than with an entity which acquired the shares pursuant to a Qualified
Offer), (ii) the Company engages in a merger or other business combination
transaction in which the Company is the surviving corporation and the Common
Stock of the Company is changed or exchanged, or (iii) 50% or more of the
Company's assets, cash flow or earning power is sold or transferred, each holder
of a Right (except Rights which have previously been voided as set forth above)
shall thereafter have the right to receive, upon exercise, common stock of the
acquiring company having a value equal to two times the exercise price of the
Right. The events set forth in this paragraph and in the second preceding
paragraph are referred to as the "Triggering Events."
At any time after a person becomes an Acquiring Person and prior
to the acquisition by such person or group of fifty percent (50%) or more of the
outstanding Common Stock, the Board may exchange the Rights (other than Rights
owned by such person or group which have become void), in whole or in part, at
an exchange ratio of one share of Common Stock, or one one-thousandth of a share
of Preferred Stock (or of a share of a class or series of the Company's
preferred stock having equivalent rights, preferences and privileges), per Right
(subject to adjustment).
At any time until ten business 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 (payable in cash, Common Stock or other
consideration deemed appropriate by the Board of Directors). 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 shareholder 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 shareholders or to the Company, shareholders may,
depending upon the circumstances, recognize taxable income in the event that the
Rights become exercisable for Common Stock (or other consideration) of the
Company or for common stock of the acquiring company or in the event of the
redemption of the Rights as set forth above.
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 which do not adversely
affect the interests of holders of Rights, or to shorten or lengthen any time
period under the Rights Agreement. The foregoing notwithstanding, no amendment
may be made at such time as the Rights are not redeemable.
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As of July 23, 1998, there were 152,524,240 shares of Common
Stock of the Company outstanding, and options to purchase approximately
25,233,000 shares of Common Stock were outstanding. Each share of Common Stock
of the Company outstanding at the close of business on August 3, 1998, will
receive one Right. So long as the Rights are attached to the Common Stock, one
additional Right (as such number may be adjusted pursuant to the provisions of
the Rights Agreement) shall be deemed to be delivered for each share of Common
Stock issued or transferred by the Company in the future. In addition, following
the Distribution Date and prior to the expiration or redemption of the Rights,
the Company may issue Rights when it issues Common Stock only if the Board deems
it to be necessary or appropriate, or in connection with the issuance of shares
of Common Stock pursuant to the exercise of stock options or under employee
plans or upon the exercise, conversion or exchange of certain securities of the
Company. Seven hundred fifty thousand shares of Preferred Stock are initially
reserved for issuance upon exercise of the Rights.
The Rights may have certain anti-takeover effects. The Rights
will cause substantial dilution to a person or group that attempts to acquire
the Company in a manner which causes the Rights to become discount Rights unless
the offer is conditional on a substantial number of Rights being acquired. The
Rights, however, should not affect any prospective offeror willing to make an
offer at a fair price and otherwise in the best interests of the Company and its
stockholders as determined by a majority of the Directors who are not affiliated
with the person making the offer, or willing to negotiate with the Board. The
Rights should not interfere with any merger or other business combination
approved by the Board since the Board may, at its option, at any time until ten
days following the Stock Acquisition Date, redeem all (but not less than all) of
the then outstanding Rights at the Redemption Price.
In addition, certain provisions of the Company's Restated
Articles of Incorporation (the "Articles") may have anti-takeover effects.
Specifically, the Articles provide, among other things, for a classified Board
of Directors divided into three classes.
The Rights Agreement, dated as of July 21, 1998, between the
Company and BankBoston, N.A., as Rights Agent, specifying the terms of the
Rights and including the form of Articles of Amendment setting forth the terms
of the Preferred Stock as an exhibit thereto, the press release announcing the
declaration of the Rights and a form of Summary of Rights describing the Rights
are exhibits hereto and are incorporated herein by reference. The foregoing
description of the Rights is qualified in its entirety by reference to such
exhibits.
Item 2. Exhibits.
1. Rights Agreement, dated as of July 21, 1998, between
Tricon Global Restaurants, Inc. and BankBoston, N.A., as
Rights Agent, including all exhibits thereto, incorporated
by reference to Exhibit 4.01 filed with the Company's
Quarterly Report on Form 10-Q for the quarter ended June
13, 1998. Pursuant to the Rights Agreement, printed Rights
Certificates will not be mailed until after the
Distribution Date (as such term is defined in the Rights
Agreement).
2. Press Release of the Company dated July 21, 1998.
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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.
Tricon Global Restaurants, Inc.
Date: July 31, 1998 By: /s/ Matthew M. Preston
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Name: Matthew M. Preston
Title: Assistant Secretary
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EXHIBIT INDEX
Exhibit Description
1 Rights Agreement, dated as of July 21, 1998, between
Tricon Global Restaurants, Inc. and BankBoston, N.A., as
Rights Agent, including all exhibits thereto, incorporated
by reference to Exhibit 4.01 filed with the Company's
Quarterly Report on Form 10-Q for the quarter ended June
13, 1998. Pursuant to the Rights Agreement, printed Rights
Certificates will not be mailed until after the
Distribution Date (as such term is defined in the Rights
Agreement).
2 Press Release of the Company dated July 21, 1998.
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EXHIBIT 2
FOR IMMEDIATE RELEASE
INVESTOR CONTACT: Lynn Tyson MEDIA CONTACT: Amy Sherwood
Vice President - Vice President -
Investor Relations Public Relations
(502) 874-8617 (502) 874-8200
TRICON GLOBAL RESTAURANTS, INC.
ADOPTS SHAREHOLDER RIGHTS PLAN
Louisville, Kentucky - Tricon Global Restaurants, Inc. (NYSE:YUM) (the
"Company") announced today that on July 21, 1998 its Board of Directors adopted
a Shareholder Rights Plan under which rights will be distributed as a dividend
at the rate of one Right for each share of common stock, without par value, of
the Company held by shareholders of record as of the close of business on August
3, 1998.
The Rights Plan was not adopted in response to any effort to acquire control of
the Company. The Rights Plan, however, is designed to deter coercive takeover
tactics including the accumulation of shares in the open market or through
private transactions, and to prevent an acquirer from gaining control of the
Company without offering a fair price to all of the Company's shareholders. The
Rights will expire on July 21, 2008.
Each Right initially will entitle shareholders to buy one unit of a share of a
series of preferred stock for $130. The Rights generally will be exercisable
only if a person or group acquires beneficial ownership of 15% or more of the
Company's common stock (or 20% or more if such person or group presently owns
more than 10% of the Company's common stock) or commences a tender or exchange
offer upon consummation of which such person or group would beneficially own 15%
or more (or 20% or more, as the case may be) of the Company's common stock.
A copy of the Shareholder Rights Plan will be filed shortly with the Securities
and Exchange Commission.
Tricon is the world's largest restaurant company in terms of system units, with
nearly 30,000 restaurants around the world in over 100 countries and
territories. Tricon's three brands, KFC, Pizza Hut and Taco Bell are the global
leaders of the chicken, pizza and Mexican restaurant categories, respectively.
Total worldwide system retail sales for the brands were more than $20-billion in
1997.
For investor information, contact Lynn Tyson at (502) 874-8617. For media
inquiries, contact Amy Sherwood at (502) 874-8200.
