SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
BETZDEARBORN INC.
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(Exact name of registrant as specified in its charter)
Pennsylvania 23-1503731
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(State of incorporation (I.R.S. Employer
or organization) Identification No.)
4636 Somerton Road
Trevose, Pennsylvania 19053-6783
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(Address of principal executive offices) (Zip Code)
If this Form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c), please check the following box.|x|
If this Form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box. |_|
Securities Act registration statement file number to which this form relates:
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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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Common Stock New York Stock Exchange
Purchase Rights
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of class)
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Item 1. Description of Registrant's Securities to be Registered.
On February 12, 1998 the Board of Directors of BetzDearborn
Inc. (the "Company") declared a dividend distribution of one Right for each
outstanding share of Common Stock, $.10 par value, of the Company (the "Common
Shares"), to shareholders of record at the close of business on September 19,
1998 (the expiration date of the Company's presently outstanding rights),
subject to the right to cancel such dividend and the distribution of the Rights
at any time before such date in the event that the rights outstanding under the
Company's existing Rights Agreement dated September 8, 1988 are redeemed or are
distributed before such date. Each Right will entitle the registered holder to
purchase from the Company one Common Share, or, under certain circumstances, a
combination of securities and assets of equivalent value, at a Purchase Price of
$250 per Common Share, subject to adjustment. The Purchase Price may be paid in
cash or, if the Company permits, by the delivery of Common Shares having a value
at the time of exercise equal to the Purchase Price. The description and terms
of the Rights are set forth in a Rights Agreement (the "Rights Agreement")
between the Company and American Stock Transfer & Trust Company, as Rights
Agent, which is filed as an Exhibit hereto.
Initially, ownership of the Rights will be evidenced by the Common Share
certificates representing shares then outstanding, and no separate Rights
Certificates will be distributed. The Rights will separate from the Common
Shares and a Distribution Date will occur upon the earlier of (i) 10 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) the close of business on the tenth
business day (or such later date as may be fixed by the Board of Directors of
the Company before a Person becomes an Acquiring Person after the commencement
of a tender offer or exchange offer that would result in a person or group
beneficially owning 20% or more of the outstanding Common Shares. Until the
Distribution Date, (i) the Rights will be evidenced by the Common Share
certificates and will be transferred with and only with such Common Share
certificates, (ii) new Common Share certificates issued after September 19, 1998
will contain a notation incorporating the Rights Agreement by reference and
(iii) 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 will not be exercisable until the Distribution Date and will
expire at the close of business on September 19, 2008, unless earlier redeemed
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 Shares 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, and except in connection with the exercise of
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employee stock options or stock appreciation rights or under any other benefit
plan for employees or directors or in connection with the exercise of warrants
or the conversion of convertible securities, only Common Shares issued after
September 19, 1998 and prior to the Distribution Date will be issued with
Rights.
In the event that at any time following the Distribution Date a Person
becomes an Acquiring Person, each holder of a Right will thereafter have the
right to receive, upon exercise, Common Shares (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. In lieu of requiring payment of the
Purchase Price upon exercise of the Rights following any such event, the Company
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, all Rights that are, or (under
certain circumstances specified in the Rights Agreement) were, beneficially
owned by the Acquiring Person will be null and void. However, Rights are not
exercisable until such time as the Rights are no longer redeemable by the
Company as set forth below.
For example, at an exercise price of $250 per Right, each Right not
otherwise voided following an event set forth in the preceding paragraph would
entitle its holder to purchase $500 worth of Common Shares (or other
consideration, as noted above) for $250. Assuming that the Common Shares had a
per share value of $100 at such time, the holder of each valid Right would be
entitled to purchase five Common Shares with a value of $500 for $250.
Alternatively, the Company could permit the holder to surrender each Right in
exchange for one-half of the number of Common Shares (or other consideration, as
noted above) otherwise deliverable upon exercise 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 is
described in, or that follows a tender offer or exchange offer described in, the
second preceding paragraph), or (ii) 50% or more of the Company's assets or
earning power is sold or 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 two times the exercise price of the Right. Again, provision is made to
permit 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."
The Purchase Price payable, and the number of Common 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 Common
Shares, (ii) if holders of the Common Shares are granted certain
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rights or warrants to subscribe for Common Shares or convertible securities at
less than the current market price of the Common Shares, or (iii) upon the
distribution to holders of the Common Shares of evidences of indebtedness or
assets (excluding regular quarterly dividends) or of certain subscription rights
or warrants (other than those referred to above and rights or warrants to
acquire securities of any person, including any subsidiary of the Company).
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 Common Shares will be issued and, in lieu thereof, an
adjustment in cash will be made based on the market price of the Common 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 redemption price
of $.01 per Right, subject to adjustment. The ten day period may be extended by
the Board of Directors so long as the Rights are still redeemable. Under certain
circumstances set forth in the Rights Agreement, the decision to redeem will
require the concurrence of a majority of the Continuing Directors. Immediately
upon the action of the Board of Directors ordering redemption of the Rights,
with, where required, the concurrence of the Continuing Directors, the Rights
will terminate and the only right of the holders of Rights will be to receive
the redemption price.
The term "Continuing Directors" means any member of the Board of Directors
of the Company who was a member of the Board prior to the date of the Rights
Agreement, and any person who is subsequently elected to the Board if such
person is recommended or approved by a majority of the Continuing Directors, but
shall not include an Acquiring Person, or an affiliate or associate of an
Acquiring Person, or any representative of the foregoing entities.
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 Shares (or other consideration) of the Company or for
common shares of the acquiring company 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 certain circumstances, with the concurrence of the Continuing
Directors) 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 certain time periods 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.
<PAGE>
This summary description of the Rights does not purport to be complete and
is qualified in its entirety by reference to the Rights Agreement, which is
filed as an Exhibit to the Company's Current Report on Form 8-K dated February
12, 1998.
Item 2. Exhibits.
Exhibit No. Exhibit
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4 Rights Agreement, dated as of February 12, 1998,
between BetzDearborn Inc. and American Stock Transfer
& Trust Company, as Rights Agent (incorporated
herein by reference to Exhibit 4 to the Registrant's
Current Report on Form 8-K dated February 12, 1998).
<PAGE>
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.
BETZDEARBORN INC.
By: /s/ Linda R. Hansen
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Name: Linda R. Hansen
Title: Vice President,
Secretary and General Counsel
Dated: March 18, 1998
<PAGE>
Index of Exhibits
Exhibit No. Exhibit
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4 Rights Agreement, dated as of February 12, 1998,
between BetzDearborn Inc. and American Stock
Transfer & Trust Company, as Rights Agent
(incorporated herein by reference to Exhibit 4 to
the Registrant's Current Report on Form 8-K dated
February 12, 1998).
