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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A/A
No. 1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
WHITMAN CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
DELAWARE 13-6167838
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(State of Incorporation or Organization) (IRS Employer
Identification No.)
3501 ALGONQUIN ROAD, ROLLING MEADOWS, ILLINOIS 60008
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(Address of Principal Executive Offices) (Zip Code)
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If this form relates to the registration If this form relates to the registration
of a class of securities pursuant to of a class of securities pursuant to
Section 12(b) of the Exchange Act and is Section 12(g) of the Exchange Act and is
effective pursuant to General Instruction effective pursuant to General Instruction
A.(c), please check the following box. /X/ A.(d), please check the following box. / /
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Securities Act registration statement file number to which this form
relates: N/A
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(If applicable)
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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New York Stock Exchange, Chicago Stock
Preferred Share Purchase Rights Exchange and Pacific Exchange, Inc.
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Securities to be registered pursuant to Section 12(g) of the Act:
NONE
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(Title of Class)
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EXPLANATORY NOTE
On August 18, 2000, the Registrant and First Chicago Trust Company of
New York, as Rights Agent (the "Rights Agent"), amended the Rights Agreement
dated as of May 20, 1999 between the Registrant and the Rights Agent.
The Registrant hereby amends Items 1 and 2 of its Registration
Statements on Form 8-A, each dated May 20, 1999, as filed with the Securities
and Exchange Commission on May 20, 1999 and May 25, 1999, by deleting the
descriptions thereunder in their entirety and substituting the following
therefor:
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF SECURITIES TO BE REGISTERED.
On May 20, 1999, the Board of Directors of Whitman Corporation (the
"Company") declared a dividend of one preferred share purchase right (a
"Right") for each outstanding share of common stock, par value $0.01 per
share (the "Common Shares"), of the Company. The dividend was payable on
June 11, 1999 (the "Record Date") to the stockholders of record on that date.
Each Right entitles the registered holder to purchase from the Company one
one-hundredth of a share of Series A Junior Participating Preferred Stock,
par value $0.01 per share (the "Preferred Shares"), of the Company at a price
of $61.25 per one one-hundredth of a Preferred Share (the "Purchase Price"),
subject to adjustment. The description and terms of the Rights are set forth
in a Rights Agreement dated as of May 20, 1999, as amended by the Amendment
to Rights Agreement dated as of August 18, 2000 (collectively, the "Rights
Agreement"), between the Company and First Chicago Trust Company of New York,
as Rights Agent (the "Rights Agent").
Until the earlier to occur of (i) 10 days following a public
announcement that a person or group of affiliated or associated persons
(subject to certain exceptions) (an "Acquiring Person") has acquired
beneficial ownership of 15% or more of the outstanding Common Shares or (ii)
10 business days (or such later date as may be determined by action of the
Board of Directors prior to such time as any Person becomes an Acquiring
Person) following the commencement of, or announcement of an intention to
make, 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 such
outstanding Common Shares (the earlier of such dates being called the
"Distribution Date"), the Rights will be evidenced, with respect to any of
the Common Share certificates outstanding as of the Record Date, by such
Common Share certificates with a copy of a Summary of Rights attached thereto.
The Rights Agreement specifically excludes each of the following
persons from becoming an Acquiring Person under the circumstances described
below; similarly, under those circumstances, no Distribution Date will occur:
- PepsiCo, Inc. ("PepsiCo") and its affiliates to the extent they
own Common Shares acquired pursuant to the Amended and Restated
Contribution and Merger Agreement dated as of March 18, 1999 among
PepsiCo, the Company and Old Whitman (as
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defined in the Rights Agreement) or as permitted by the Shareholder
Agreement entered into by the Company and PepsiCo (as amended, the
"PepsiCo Shareholder Agreement"),
- any transferee who acquires Common Shares from PepsiCo or its
affiliates pursuant to provisions of the PepsiCo Shareholder
Agreement,
- Pohlad Companies, Robert Pohlad and their respective affiliates to the
extent they own Common Shares acquired pursuant to, or in connection
with transactions contemplated by, the Agreement and Plan of Merger
dated as of August 18, 2000 among the Company, Anchor Merger Sub, Inc.
and PepsiAmericas, Inc. or as permitted by the Shareholder Agreement
entered into by the Company, Pohlad Companies, Dakota Holdings LLC and
Robert Pohlad, and
- Dakota Holdings LLC for so long as it is owned solely by Robert
Pohlad, PepsiCo and/or their respective affiliates.
The Rights Agreement provides that, until the Distribution Date, the
Rights will be transferred with and only with the Common Shares. Until the
Distribution Date (or earlier redemption or expiration of the Rights), new
Common Share certificates issued after the Record Date upon transfer or new
issuance of Common Shares will contain a notation incorporating the Rights
Agreement by reference. Until the Distribution Date (or earlier redemption
or expiration of the Rights), the surrender for transfer of any certificates
for Common Shares, outstanding as of the Record Date, 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 Common Shares
represented by such certificate. As soon as practicable following the
Distribution Date, separate certificates evidencing the Rights ("Right
Certificates") will be mailed to holders of record of the Common Shares as of
the close of business on the Distribution Date and such separate Right
Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date. The Rights
will expire on May 20, 2009 (the "Final Expiration Date"), unless the Final
Expiration Date is extended or unless the Rights are earlier redeemed by the
Company, 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 or assets (excluding regular periodic cash dividends paid out
of earnings or retained earnings or dividends 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 the Common Shares or a stock
dividend on the Common Shares payable in Common
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Shares or subdivisions, consolidations or combinations of the Common Shares
occurring, in any such case, prior to the Distribution Date.
Preferred Shares purchasable upon exercise of the Rights are not
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 Common Share. In
the event of liquidation, the holders of the Preferred Shares will be
entitled to a minimum preferential liquidation payment of $100 per share plus
an amount equal to accrued and unpaid dividends thereon but will be entitled
to an aggregate payment of 100 times the payment made per Common Share. Each
Preferred Share will have 100 votes, voting together with the Common Shares.
Finally, in the event of any merger, consolidation or other transaction in
which Common Shares are exchanged, each Preferred Share will be entitled to
receive 100 times the amount received per Common Share. These rights are
protected by customary antidilution provisions.
Because of the nature of the Preferred Shares' dividend, liquidation
and voting rights, the value of the one one-hundredth interest in a Preferred
Share purchasable upon exercise of each Right hold approximate the value of
one Common Share.
In the event that, after a person or a group has become an Acquiring
Person, the Company is acquired in a merger or other business combination
transaction or 50% or more of its consolidated assets or earning power are
sold or transferred (subject to certain exceptions), 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. In the event that (i) any person becomes an
Acquiring Person or (ii) during such time as there is an Acquiring Person,
there shall be a reclassification of securities or a recapitalization or
reorganization of the Company or other transaction or series of transactions
involving the Company which has the effect of increasing by more than 1% the
proportionate share of the outstanding shares of any class of equity
securities of the Company or any of its subsidiaries beneficially owned by
the 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 Common Shares having a market value of two times the
exercise price of the Right.
At any time after any person or group has become an Acquiring Person
and prior to the acquisition by such person or group of 50% or more of the
outstanding Common Shares, the Board of Directors of the Company 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 Common Share per
Right (subject to adjustment).
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of 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 the Company, 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.
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At any time prior to a person or group becoming an Acquiring Person,
the Board of Directors of the Company may redeem the Rights in whole, but not
in part, at a price of $0.01 per Right (the "Redemption Price"). The
redemption of the Rights may be made effective at such time on such basis and
with such conditions as the Board of Directors in its sole discretion may
establish. Immediately upon any redemption of the Rights, the right to
exercise the Rights will terminate and the only right of the holders of
Rights will be to receive the Redemption Price.
The terms of the Rights may be amended by the Board of Directors of the
Company without the consent of the holders of the Rights, including an
amendment to lower certain thresholds described above to not less than the
greater of (i) the sum of .001% and the largest percentage of the outstanding
Common Shares then known to the Company to be beneficially owned by any
person or group and (ii) 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 the Company, including, without limitation, the
right to vote or to receive dividends.
The Rights Agreement dated as of May 20, 1999 between the Company and
First Chicago Trust Company of New York, as Rights Agent, the Amendment to
Rights Agreement dated as of August 18, 2000 between the Company and First
Chicago Trust Company of New York, as Rights Agent, and the press release
announcing the declaration of the Rights are incorporated herein by reference
as Exhibits 4.1, 4.2 and 99 hereto, respectively. The foregoing description
of the Rights is qualified in its entirety by reference to such exhibits.
ITEM 2. EXHIBITS.
4.1. Rights Agreement, dated as of May 20, 1999, between Whitman
Corporation and First Chicago Trust Company of New York, which
includes the form of Certificate of Designations of Series A
Junior Participating Preferred Stock of Whitman Corporation
setting forth the terms of the Series A Junior Participating
Preferred Stock, par value $0.01 per share, as Exhibit A, the
form of Right Certificate as Exhibit B and the Summary of Rights
to Purchase Preferred Shares as Exhibit C, is hereby incorporated
by reference to Exhibit 4 to the Registrant's Registration Statement
on Form 8-A dated May 20, 1999 and filed with the Securities and
Exchange Commission on May 20, 1999.
4.2. Amendment to Rights Agreement, dated as of August 18, 2000, between
Whitman Corporation and First Chicago Trust Company of New York is
hereby incorporated by reference to Exhibit 4.4 to the Registrant's
Registration Statement on Form S-4 (No. 333-46368) filed with the
Securities and Exchange Commission on September 22, 2000.
99. Press Release issued by the Company on May 20, 1999 is hereby
incorporated by reference to Exhibit 99 to the Registrant's
Registration Statement on Form 8-A dated May 20, 1999 and filed
with the Securities and Exchange Commission on May 20, 1999.
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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.
Dated: October 27, 2000 WHITMAN CORPORATION
By: /s/ Steven R. Andrews
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Name: Steven R. Andrews
Title: Senior Vice President, Secretary
and General Counsel
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EXHIBIT INDEX
4.1. Rights Agreement, dated as of May 20, 1999, between Whitman Corporation
and First Chicago Trust Company of New York, which includes the form of
Certificate of Designations of Series A Junior Participating Preferred
Stock of Whitman Corporation setting forth the terms of the Series A
Junior Participating Preferred Stock, par value $0.01 per share, as
Exhibit A, the form of Right Certificate as Exhibit B and the Summary of
Rights to Purchase Preferred Shares as Exhibit C, is hereby incorporated
by reference to Exhibit 4 to the Registrant's Registration Statement on
Form 8-A dated May 20, 1999 and filed with the Securities and Exchange
Commission on May 20, 1999.
4.2. Amendment to Rights Agreement, dated as of August 18, 2000, between
Whitman Corporation and First Chicago Trust Company of New York is hereby
incorporated by reference to Exhibit 4.4 to the Registrant's Registration
Statement on Form S-4 (No. 333-46368) filed with the Securities and
Exchange Commission on September 22, 2000.
99. Press Release issued by the Company on May 20, 1999 is hereby
incorporated by reference to Exhibit 99 to the Registrant's Registration
Statement on Form 8-A dated May 20, 1999 and filed with the Securities
and Exchange Commission on May 20, 1999.
