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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
November 10, 1995
CABOT CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
1-5667 04-2271897
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Commission File Number (IRS Employer Identification No.)
75 State Street, Boston, Massachusetts 02109-1806
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(Address of principal executive offices) (Zip Code)
(617) 345-0100
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Registrant's telephone number, including area code
Page 1 of 13 Pages
Exhibit Index on Page 10
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Item 5. Other Events.
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On November 10, 1995, the Board of Directors of Cabot Corporation, a
Delaware corporation (the "Corporation"), declared a dividend distribution of
one preferred share purchase right (a "Right") for each outstanding share of
Common Stock, par value $1.00 per share (the "Common Shares"), of the
Corporation. The dividend is payable to the stockholders of record on November
24, 1995 (the "Record Date"), and with respect to Common Shares issued
thereafter until the Distribution Date (as defined below) and, in certain
circumstances, with respect to Common Shares issued after the Distribution
Date. Except as set forth below, each Right, when it becomes exercisable,
entitles the registered holder to purchase from the Corporation one
one-hundredth of a share of Series A Junior Participating Preferred Stock, par
value $1.00 per share (the "Preferred Shares"), at a price of $200 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 November 10, 1995 (the "Rights Agreement"), between the
Corporation and The First National Bank of Boston (the "Rights Agent").
Initially, the Rights will be attached to all certificates
representing Common Shares then outstanding, and no separate Right Certificates
(as hereinafter defined) will be distributed. The Rights will separate from
the Common Shares on the close of business on the tenth day after the earlier
to occur of (i) the first date of public announcement that a person or "group"
(other than a Grandfathered Person, as hereinafter defined) has acquired
beneficial ownership of 15% or more of the outstanding Common Shares (except
pursuant to a Permitted Offer, as hereinafter defined), or (ii) the date of
commencement of, or announcement of an intention to commence, a tender offer or
exchange offer the consummation of which would result in a person or group
becoming an Acquiring Person (as hereinafter defined) (such tenth day being
called the "Distribution Date"). A person or group whose acquisition of Common
Shares causes a Distribution Date pursuant to clause (i) above is an "Acquiring
Person." The first date of public announcement that a person or group has
become an Acquiring Person is the "Shares Acquisition Date."
"Grandfathered Persons" include:
(a) any descendant of Godfrey L. Cabot (the deceased founder of
the Corporation), or any spouse, widow or widower of any such
descendant (any such descendants, spouses, widows and widowers
collectively defined as the "Cabot Family Members");
(b) any trust (including any voting trust) which is in
existence on the date of the Rights Agreement and which has been
established by Godfrey L. Cabot or one or more Cabot Family Members,
any estate of, or
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the executor or administrator of any estate of, or any guardian or
custodian for, a Cabot Family Member who died on or before the date
of the Rights Agreement (such trusts, estates, executors,
administrators or guardians or custodians collectively defined as the
"Cabot Family Entities");
(c) any estate of, or the executor or administrator of any
estate of, or any guardian or custodian for, a Cabot Family Member
who dies after the date of the Rights Agreement, or any trust
established after the date thereof by one or more Cabot Family
Members or Cabot Family Entities, provided that one or more Cabot
Family Members or Cabot Family Entities, collectively, are the
beneficiaries of at least 80% of the actuarially-determined
beneficial interests in such estate or trust;
(d) any charitable organization which qualifies as an exempt
organization under Section 501(c) of the Internal Revenue Code of
1986, as amended ("Charitable Organization") which is established by
one or more Cabot Family Members or Cabot Family Entities (a "Cabot
Family Charitable Organization");
(e) any corporation of which at least 80% of the voting power
and at least 80% of the equity interest is held, directly or
indirectly, by or for the benefit of one or more Cabot Family
Members, Cabot Family Entities, estates, executors, administrators,
guardians or custodians or trusts described in clause (c) above, or
Cabot Family Charitable Organizations; and
(f) any general partnership, limited partnership, organization
or other entity or arrangement of which at least 80% of the voting
interest and at least 80% of the economic interest is held, directly
or indirectly, by or for the benefit of one or more Cabot Family
Members, Cabot Family Entities, estates, executors, administrators,
guardians or custodians, or trusts described in clause (c) above, or
Cabot Family Charitable Organizations;
provided, however, that a Grandfathered Person ceases to be a
Grandfathered Person at the time that all or any part of its interest
in the Common Shares becomes reportable on a Schedule 13D under the
Securities Exchange Act of 1934, as amended (or any comparable or
successor report) as part of a "group" (as such term is defined or
used under Rule 13d-5(b) of the General Rules and Regulations under
the Securities Exchange Act of 1934, as amended) which beneficially
owns, directly or indirectly, 15% or more of the then outstanding
Common Shares and includes one or more persons (including any
affiliate or associate thereof)
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who (i) are not Grandfathered Persons and (ii) individually or in the
aggregate beneficially own, directly or indirectly, in excess of 1%
of the then outstanding Common Shares.
For purposes of the definition of Grandfathered Person, the term
"descendant" shall be deemed to include adopted children and the issue of such
adopted children, including adopted issue, provided that any such adoptee is
adopted before his or her eighteenth birthday.
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 to each initial record holder of certain Common
Shares issued after the Distribution Date), and such separate Right
Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date and will
expire at the close of business on November 10, 2005, unless earlier redeemed
by the Corporation as described below.
In the event that any person becomes an Acquiring Person (except
pursuant to a Permitted Offer as defined below), or if a Section 13(a)(z) Event
(as defined below) occurs, each holder of a Right will have (subject to the
terms of the Rights Agreement) the right (the "Flip-In Right") to receive upon
exercise the number of Common Shares, or, in the discretion of the Board of
Directors, one one-hundredths of a Preferred Share (or, in certain
circumstances, other securities of the Corporation) having a value (immediately
prior to such triggering event) equal to two times the exercise price of the
Right. Notwithstanding the foregoing, following the occurrence of an event
described above, all Rights that are, or (under certain circumstances specified
in the Rights Agreement) were, beneficially owned by any Acquiring Person or
any affiliate or associate thereof will be null and void. A "Permitted Offer"
is a tender or exchange offer for all outstanding Common Shares which is at a
price and on terms determined, prior to the purchase of shares under such
tender or exchange offer, by the Board of Directors to be adequate (taking into
account all factors that such Directors deem relevant) and otherwise in the
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best interests of the Corporation, its stockholders and its other relevant
constituencies (other than the person or any affiliate or associate thereof on
whose behalf the offer is being made) taking into account all factors that such
Directors may deem relevant.
If the Corporation does not have sufficient treasury stock or
authorized and unissued Common Shares fully to honor the Rights, holders will
be entitled to purchase the maximum number of Common Shares issuable and one
one-hundredth of a Preferred Share, and the Corporation may issue additional
Common Shares or other equity or debt securities upon exercise of the Rights.
If the Corporation is unable to make sufficient Common Shares or other equity
or debt available, the rights of holders to purchase Common Shares may be
proportionately reduced. Under certain circumstances, the Board, at its option
may also issue Common Shares in exchange for all or part of the exercisable
Rights after the Distribution Date at the rate of one Common Share for each
Right.
In the event that, at any time following the Shares Acquisition Date,
(i) the Corporation is acquired in a merger or other business combination
transaction in which the holders of all of the outstanding Common Shares
immediately prior to the consummation of the transaction are not the
holders of all of the surviving corporation's voting power, or (ii) (herein
referred to as a Section 13(a)(z) Event) more than 50% of the Corporation's
assets or earning power is sold or transferred, in either case with or to an
Acquiring Person or any affiliate or associate or any other person in which
such Acquiring Person, affiliate or associate has an interest or any person
acting on behalf of or in concert with such Acquiring Person, affiliate or
associate, or, if in such transaction all holders of Common Shares are not
treated alike, any other person, then each holder of a Right (except Rights
which previously have been voided as set forth above) shall thereafter have the
right (the "Flip-Over Right") to receive, upon exercise, common shares of the
acquiring company having a value equal to two times the exercise price of the
Right. The holder of a Right will continue to have the Flip-Over Right whether
or not such holder exercises or surrenders the Flip-In Right.
The Purchase Price payable, and the number of one-hundredths of a
Preferred Share or other securities 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 quarterly cash dividends) or of
subscription rights or warrants (other than those referred to above).
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The Purchase Price is 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 Shares or subdivisions, consolidations or combinations of the
Common Shares occurring, in any such case, prior to the Distribution Date.
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional one-hundredths of a Preferred Share 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 day price to the date
of exercise.
Preferred Shares purchasable upon exercise of the Rights will not be
redeemable. Each Preferred Share will be entitled to a minimum preferential
quarterly dividend payment of $18.00 per share but, if greater, will be
entitled to an aggregate dividend per share 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 $18.00
per share; thereafter, and after the holders of the Common Shares receive a
liquidation payment of $0.18 per share, the holders of the Preferred Shares and
the holders of the Common Shares will share the remaining assets in the ratio
of one hundred to 1 (as adjusted) for each Preferred Share and Common Share so
held, respectively. 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 one hundred times the amount received per Common Share.
These rights are protected by customary antidilution provisions. In the event
that the amount of accrued and unpaid dividends on the Preferred Shares is
equivalent to at least six full quarterly dividends, the holders of the
Preferred Shares shall have the right, voting as a class, to elect two
directors in addition to the directors elected by the holders of the Common
Shares until all cumulative dividends on the Preferred Shares have been paid
through the last quarterly dividend payment date or until non-cumulative
dividends have been paid regularly for at least one year.
At any time prior to the earlier to occur of (i) the close of
business on the tenth day following the Shares Acquisition Date or (ii) the
expiration of the Rights, and under certain other circumstances, the
Corporation may redeem the Rights in whole, but not in part, at a redemption
price of $.01 per Right (the "Redemption Price"). Additionally, following the
Shares Acquisition Date, the Corporation may redeem the then outstanding Rights
in whole, but not in part, at the Redemption Price, provided that such
redemption is in connection with a merger or other business combination
transaction or series of transactions involving the Corporation in which all
holders of Common Shares are treated alike but not involving an Interested
Stockholder (as defined in the Rights Agreement).
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All of the provisions of the Rights Agreement may be amended by the
Board of Directors of the Corporation prior to the Distribution Date. After
the Distribution Date, the provisions of the Rights Agreement may be amended in
order to cure any ambiguity, defect or inconsistency, to make changes which do
not adversely affect the interests of holders of Rights (excluding the
interests of any Acquiring Person), or, subject to certain limitations, to
shorten or lengthen any time period under the Rights Agreement.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Corporation, including, without limitation, the
right to vote or to receive dividends. While the distribution of the Rights
will not be taxable to stockholders of the Corporation, stockholders may,
depending upon the circumstances, recognize taxable income should the Rights
become exercisable or upon the occurrence of certain events thereafter.
The foregoing description of the Rights Agreement is incomplete and
is qualified in its entirety by reference to the full text of the Rights
Agreement (together with the exhibits thereto), which is an exhibit hereto and
is incorporated herein by reference.
On November 10, 1995, the Board of Directors of the Corporation
approved the redemption of all the outstanding rights to purchase shares of the
Corporation's Series A Junior Participating Preferred Stock, par value $1.00
per share (the "Old Rights"), under the Rights Agreement, dated as of November
14, 1986, as amended and restated as of August 12, 1988, and as further amended
as of November 15, 1990 between the Corporation and The First National Bank of
Boston, as Rights Agent. The record date for payment of the redemption price
for the Old Rights, equal to $.05 per Common Share, will be November 24, 1995.
As a result, the right to exercise the Rights will terminate on such date and
the only right of the holders of the Old Rights thereafter is to receive the
redemption price.
The Board's action in respect of the Rights Agreement and the
redemption of the Old Rights was announced in a press release, a copy of which
is attached hereto as an exhibit and incorporated herein by reference.
Item 7. Exhibits.
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1. Rights Agreement, dated as of November 10, 1995, between Cabot
Corporation and The First National Bank of Boston, as Rights Agent,
which includes, as Exhibit A thereto, the Form of Right Certificate,
as Exhibit B thereto, the Summary of Rights to Purchase Shares and as
Exhibit C thereto, the Summary of Rights to Purchase Shares and as
Exhibit C thereto, the Amended Certificate of Designation,
Preferences and Rights of Series A
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Junior Participating Preferred Stock of Cabot Corporation
(incorporated by reference to Exhibit 1 of the registrant's
Registration Statement on Form 8-A filed November 13, 1995 (File No.
001-5667)).
2. Press release dated November 10, 1995.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CABOT CORPORATION
By: /s/ Samuel W. Bodman
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Name: Samuel W. Bodman
Title: Chairman of the Board
Dated: November 15, 1995
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<TABLE>
EXHIBIT INDEX
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<CAPTION>
Exhibit Description Page
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<S> <C> <C>
1 Rights Agreement, dated as of November 10, 1995, between N/A
Cabot Corporation and The First National Bank of Boston,
as Rights Agent, which includes, as Exhibit A thereto,
the Form of Right Certificate, as Exhibit B thereto, the
Summary of Rights to Purchase Shares and as Exhibit C
thereto, the Amended Certificate of Designation,
Preferences and Rights of Series A Junior Participating
Preferred Stock of Cabot Corporation (incorporated by
reference to Exhibit 1 of the registrant's Registration
Statement on Form 8-A filed November 13, 1995 (File No.
001-5667)).
2 Press release dated November 10, 1995. 12
</TABLE>
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EXHIBIT 2
Contact: Kathryn D. Cadigan
Director, Investor Relations
(617) 342-6366
FOR IMMEDIATE RELEASE
November 10, 1995
CABOT REPLACES SHAREHOLDER RIGHTS PLAN
Boston, MA -- Cabot Corporation (CBT/NYSE) announced today that its Board of
Directors has adopted a new shareholder rights plan to replace the existing
1986 shareholder rights plan. Simultaneously, the Board authorized the
redemption of the existing rights for a redemption price equal to $.05 per
share of common stock.
The new plan is designed to protect against abusive takeover tactics. It is not
adopted in response to any specific threat, but rather as a result of the
periodic review of the Company's takeover response readiness.
Under the new plan, each shareholder will receive a dividend of one New Right
for each share of the Company's outstanding common stock. Each New Right will
entitle the holder to purchase one one-hundredth of a share of the Company's
Series A Junior Participating Preferred Stock at an initial exercise price of
$200.
Initially, the New Rights will be attached to the Company's common stock and
are not exercisable. The New Rights will become detached from the common stock
and immediately exercisable 10 days after any person or group becomes the
beneficial owner of 15% or more of the Company's common stock or any person or
group announces a tender offer or exchange offer that would result in that same
beneficial ownership level, other than pursuant to certain permitted offers.
Members of the Cabot family and related Cabot family entities which
individually or in the aggregate beneficially own 15% or more of the common
stock are "grandfathered" from triggering the New Rights, unless they form a
"group" with non-grandfathered persons beneficially owning, in the aggregate,
in excess of 1% of the then outstanding common stock.
If a buyer (other than a grandfathered person) acquires 15% or more of the
Company's outstanding common stock (except pursuant to a "permitted offer"
approved by the Board of Directors), each New Right (other than New Rights
owned by such buyer) will entitle its holder to purchase the Company's common
stock at a price discounted from the then market price. In addition, if the
Company is acquired in a merger or other business combination transaction after
such an acquisition, each New Right (other than New Rights owned by the buyer)
will entitle its holder to purchase the acquiring company's shares at a
discount.
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The record date for determining shareholders entitled to receive the
distribution of New Rights will be at 5 p.m. on November 24, 1995; shares of
common stock that are newly issued after that date will also have New Rights
attached until the New Rights separate from the common stock. The New Rights
will expire on November 10, 2005. The Company may redeem the New Rights at any
time prior to the 10th day after a buyer acquires 15%, and under certain
circumstances, for $.01 per New Right. The distribution of New Rights is not
taxable to shareholders.
The payment of the redemption price for the existing rights, the equivalent of
a cash dividend of $0.05 per share of the Company's common stock, will be made
on December 8, 1995 to shareholders of record on November 24, 1995.
Cabot Corporation has global operations in specialty chemicals and materials,
and energy.
