SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
AMENDMENT NO. 3
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) or (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Borden, Inc.
(Exact name of registrant as specified in its charter)
New Jersey 13-0511250
(State of incorporation or organization) (IRS Employer
Identification No.)
180 E. Broad Street
Columbus, OH 43215
(Address of principal executive offices) (Zip Code)
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
Preferred Share Purchase Rights New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
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Item 1. Description of Registrant's Securities to be Regis-
tered.
On September 11, 1994 and September 23, 1994 Borden,
Inc., a New Jersey Corporation (the "Company") and the Bank of
New York, as Rights Agent (the "Rights Agent"), amended the
Rights Agreement, dated as of January 28, 1986, between the
Company and the Rights Agent, as amended as of November 29,
1988 and May 22, 1991.
The description contained in the Form 8-A dated
January 4, 1986, and amended by the Form 8 dated December 6,
1988 and by the Form 8 dated June 7, 1991, pursuant to which
the Rights, as defined below, were registered is hereby amended
and restated as follows:
Pursuant to the Shareholder Rights Plan adopted by
the Company on January 28, 1986, as amended, each outstanding
share of common stock, $.625 par value (the "Common Stock"), of
the Company carries with it a Preferred Share Purchase Right (a
"Right"). Each Right entitles the registered holder to pur-
chase from the Company one one-hundredth of a share of Series C
Junior Participating Preferred Stock, without par value, of the
Company (the "Preferred Stock") at a price of $175 per one one-
hundredth of a share of Preferred Stock (the "Purchase Price"),
subject to adjustment. The description and terms of the Rights
are set forth in a Rights Agreement dated as of January 28,
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1986, as amended as of November 29, 1988, May 22, 1991, Sep-
tember 11, 1994 and September 23, 1994 (the "Rights Agree-
ment"), between the Company and the Rights Agent.
Until the earlier to occur of (i) the 10th day fol-
lowing the date of a public announcement that a person or group
of affiliated or associated persons (an "Acquiring Person") has
beneficial ownership (as defined in the Rights Agreement) of
20% or more of the outstanding Common Stock or (ii) the 10th
business day (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 date of the com-
mencement of, or public announcement of an intention to make, a
tender offer or exchange offer which would result in the own-
ership by a person or group of 20% or more of such outstanding
Common Stock (the earlier of such dates being called the
"Distribution Date"), the Rights will be evidenced, with re-
spect to the Common Stock certificates outstanding as of Feb-
ruary 10, 1986, by such certificates. Notwithstanding the
foregoing, (A) the execution and delivery of (1) the Letter
Agreement, dated as of September 11, 1994, among Whitehall
Associates, L.P. and the Company, (2) the Agreement and Plan of
Merger dated as of September 23, 1994 among the Company, Borden
Acquisition Corp. ("Purchaser"), and Whitehall Associates, L.P.
(the "Merger Agreement") or (3) the Conditional Purchase/Stock
Option Agreement dated as of September 23, 1994 among the
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Company, Purchaser, and Whitehall Associates, L.P. (the "Option
Agreement") or (B) the announcement of the Offer and the Merger
(as defined in the Merger Agreement) shall not cause the Dis-
tribution Date to occur.
The term Acquiring Person shall not include (1) the
Company or any wholly owned subsidiary of the Company, (ii) any
employee benefit plan of the Company or any subsidiary of the
Company, or any entity holding Common Stock for or pursuant to
the terms of any such plan, or (iii) Purchaser, provided that
Purchaser, together with its affiliates and associates, does
not after September 23, 1994 and prior to the consummation of
the purchase by it of any shares of Common Stock of the Company
pursuant to either (X) the Offer (as defined in the Merger
Agreement) (such shares, the "Offer Shares") or (Y) the Option
Agreement (such shares, the "Option Shares") acquire Beneficial
Ownership of any shares of Common Stock of the Company that are
not Offer Shares or Option Shares, by virtue of the consum-
mation of the purchase by the Purchaser (or an affiliate
thereof) of either the Offer Shares or the Option Shares in the
manner contemplated by the Merger Agreement and the Option
Agreement, respectively, regardless of the number of shares of
Common Stock of the Company then Beneficially Owned by Pur-
chaser (together with its affiliates and associates), provided,
further, that if the Purchaser (or its affiliates and associ-
ates) shall become the Beneficial Owner of 20% or more of the
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Common Stock of the Company then outstanding by reason of the
acquisition of either the Offer Shares or the Option Shares and
shall, after such acquisition, become the Beneficial Owner of
any additional Common Stock of the Company (including by sub-
sequent acquisition of the Option Shares or the Offer Shares,
as the case may be), then Purchaser (and/or such affiliates and
associates) shall be deemed to be an Acquiring Person.
The Rights Agreement provides that, until the Dis-
tribution Date, the Rights will be transferred with and only
with the Common Stock certificates. Until the Distribution
Date (or earlier redemption or expiration of the Rights), new
Common Stock certificates issued after February 10, 1986 upon
transfer or new issuance of shares of Common Stock will
contain a notation incorporating the Rights Agreement by
reference. As of January 24, 1986, there were 49,773,444
shares of Common Stock outstanding, 17,553,718 shares of
Common Stock held in treasury, 37,581 shares of Common Stock
reserved for issuance upon conversion of the Company's Ser-
ies B Preferred Stock and 2,035,274 shares reserved for is-
suance in connection with the Company's employee stock option
plans. Also as of 1986, 17,082 shares of Series B Preferred
Stock were outstanding, and no shares of any series of Pre-
ferred Stock were reserved for issuance.
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Until the Distribution Date (or earlier redemption or
expiration of the Rights), the surrender for transfer of any
Common Stock certificates will also constitute the transfer of
the Rights associated with the Common Stock represented by such
certificates. As soon as practicable following the Distribu-
tion Date, separate certificates evidencing the Rights ("Right
Certificates") will be mailed to holders of record of the
Common Stock and the Preferred Stock - Series B, no par value,
of the Company (the "Series B Preferred Shares") as of the
close of business on the Distribution Date and such separate
Right Certificates alone will evidence the Rights.
In connection with the dividend of the Rights, the
holders of the Company's Series B Preferred Stock will be en-
titled to receive, at the earlier of the time of conversion of
their Series B shares or the time the Rights become exercisable
and trade separately from the Common Stock, one Right for each
share of Common Stock issued or issuable upon conversion, so
long as the Rights have not expired, been redeemed or otherwise
been extinguished at such time. In addition, if the Company
redeems the Rights at the Redemption Price (as hereinafter
defined), the Company will pay to each holder of Series B
shares an amount in cash based upon the Rights the holder would
have received upon conversion of such holder's Series B shares
immediately prior to the redemption date.
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The Rights are not exercisable until the Distribution
Date. The Rights will expire on February 10, 1996, unless
earlier redeemed or exchanged by the Company, in each case, as
described below.
The Purchase Price payable, and the number of shares
of Preferred Stock 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 divi-
dend on, or a subdivision, combination or reclassification of
the Preferred Stock, (ii) upon the grant to holders of the
Preferred Stock of certain rights or warrants to subscribe for
or purchase Preferred Stock or securities convertible into
Preferred Stock or equivalent preferred stock at less than the
then-current market price of the Preferred Stock or (iii) upon
the distribution to holders of the Preferred Stock of evidences
of indebtedness or assets (excluding regular periodic cash
dividends out of earnings or retained earnings or dividends
payable in Preferred Stock) or of subscription rights or war-
rants (other than those referred to above).
In the event that the Company is involved in a merger
or other business combination where the Company is not the
surviving corporation or where the Common Stock is changed or
exchanged or in a transaction where 50% or more of its con-
solidated assets or earning power are sold, proper provision
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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 would have a market value of two times the
exercise price of the Right. In the event any Person becomes
an Acquiring Person, each holder of a Right, other than Rights
that are or were beneficially owned (as defined in the Rights
Agreement) by the Acquiring Person (which shall be void), will
thereafter have the right to receive upon exercise that number
of shares of Common Stock having a market value of two times
the exercise price of the Right.
At any time after any person or group becomes an
Acquiring Person and prior to the acquisition 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 will have become void), in whole or
in part, at an exchange ratio of one Common Share, or one one-
hundreth of a Preferred Share, per Right (subject to adjust-
ment).
With certain exceptions, no adjustment in the Pur-
chase Price will be required until cumulative adjustments re-
quire an adjustment of at least 1% in such Purchase Price. No
fractional shares will be issued (other than fractions which
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are integral multiples of one one-hundredth of a 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 Stock on the
last trading date prior to the date of exercise.
At any time prior to (i) such time as an Acquiring
Person has acquired beneficial ownership of 20% or more of the
outstanding Common Stock; or (ii) the expiration of the Rights,
the Company may redeem the Rights in whole, but not in part, at
a price of $.01-2/3 per Right, appropriately adjusted to re-
flect any stock split, stock dividend or similar transaction
occurring after the date hereof (the "Redemption Price").
Immediately upon any redemption of Rights, the right to exer-
cise 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 of affiliated or associated per-
sons and (ii) 10%, except that from and after such time as any
person or group of affiliated or associated persons becomes an
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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 shareholder of the Company,
including, without limitation, the right to vote or to receive
dividends.
The Preferred Stock purchasable upon exercise of the
Rights will be nonredeemable and junior to the Company's out-
standing series of preferred stock. Each share of Preferred
Stock will have a minimum preferential quarterly dividend rate
of $10 per share but will be entitled to receive, in the ag-
gregate, a dividend of 300 times the dividend declared on the
shares of Common Stock. In the event of liquidation the
holders of the Preferred Stock will receive a minimum liqui-
dation payment of $100 per share but will be entitled to re-
ceive an aggregate liquidation payment equal to 300 times the
payment made per share of Common Stock. Each share of Pre-
ferred Stock will have 300 votes, voting together with the
Common Stock. In the event of any merger, consolidation or
other transaction in which shares of Common Stock are ex-
changed, each share of Preferred Stock will be entitled to
receive 300 times the amount and type of consideration received
per share of Common Stock. The rights of the Preferred Stock
as to dividends, liquidation and voting, and in the event of
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mergers and consolidations, are protected by customary anti-
dilution provisions. Because of the nature of the Preferred
Stock's dividend, liquidation and voting rights, the value of
the interest in a share of Preferred Stock purchasable upon the
exercise of each Right should approximate the value of one
share of Common Stock.
The foregoing description of the Rights is qualified
in its entirety by reference to the Rights Agreement and the
Amendments thereto which are attached as Exhibits hereto and
incorporated herein by reference.
Item 2. Exhibits
(1) Rights Agreement, dated as of January 28, 1986,
between Borden, Inc. and The Bank of New York
(the "Rights Agreement") (incorporated by ref-
erence to Exhibit I of the Company's Form 8-K,
dated January 28, 1986).
(2) Amendment, dated as of November 29, 1988, to the
Rights Agreement (incorporated by reference to
Exhibit 1 to the Company's Form 8, dated De-
cember 6, 1988).
(3) Second Amendment, dated as of May 22, 1991, to
the Rights Agreement, as amended (incorporated
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by reference from Exhibit 1 to the Company's
Form 8, dated June 7, 1991).
(4) Third Amendment, dated as of September 11, 1994
to the Rights Agreement, as amended (incorpo-
rated by reference from Exhibit (c)(1) to the
Company's Form 8-K, dated September 11, 1994).
(5) Fourth Amendment, dated as of September 23, 1994
to the Rights Agreement, as amended (incorpo-
rated by reference from Exhibit (c)(2) to the
Company's Form 8-K, dated September 11, 1994).
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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
amendment and restatement to be signed on its behalf by the
undersigned, thereto duly authorized.
BORDEN, INC.
Date: October 21, 1994 By: /s/ Allan L. Miller
Name: Allan L.Miller
Title: Senior Vice President,
Chief Administrative
Officer and General
Counsel
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