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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 1
DAYTON HUDSON CORPORATION
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(Exact name of Registrant as specified in its charter)
MINNESOTA 41-0215170
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
777 NICOLLET MALL
MINNEAPOLIS, MINNESOTA 55402
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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 and is effective
pursuant to General Instruction A.(c), 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: N/A (if applicable).
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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
PREFERRED SHARE NEW YORK STOCK EXCHANGE
PURCHASE RIGHTS PACIFIC EXCHANGE
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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 REGISTERED.
Effective May 17, 1999, Dayton Hudson Corporation amended the Rights
Agreement dated as of September 11, 1996 between Dayton Hudson and First Chicago
Trust Company of New York, as Rights Agent.
The amendment to the Rights Agreement, among other things, effected the
following changes:
(1) Eliminated the flexible redemption window from the Rights Agreement,
which permitted Dayton Hudson's board of directors to redeem the
rights for a limited period of time after a triggering event (that is,
after a person had acquired 20% or more of Dayton Hudson's outstanding
shares) if a majority of the directors were "continuing directors."
(2) Added certain provisions that address inadvertent triggering of the
rights.
The foregoing summary of the amendment is not complete and is qualified in
its entirety by reference to the First Amendment to Rights Agreement, which is
attached as an exhibit hereto and incorporated by reference herein.
ITEM 2. EXHIBITS.
1. First Amendment to Rights Agreement dated as of May 17, 1999 between
Dayton Hudson Corporation and First Chicago Trust Company of New York,
as Rights Agent.
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.
Dayton Hudson Corporation
Dated: May 17, 1999 By: /s/ James T. Hale
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James T. Hale, Senior Vice President, General
Counsel and Secretary
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EXHIBIT 1
FIRST AMENDMENT TO RIGHTS AGREEMENT
This Amendment is made as of May 17, 1999 between Dayton Hudson
Corporation, a Delaware corporation (the "Company"), and First Chicago Trust
Company of New York, a New York corporation (the "Rights Agent"), to the Rights
Agreement dated as of September 11, 1996 (the "Original Agreement") between the
Company and the Rights Agent.
Whereas, the Company and the Rights Agent have entered into the Original
Agreement; and
Whereas, the Board of Directors of the Company has determined to amend the
Original Agreement in accordance with Section 27 thereof.
Accordingly, in consideration of the premises and the mutual agreements set
forth in this Amendment, the parties hereby agree as follows:
1. Section 1(a) of the Original Agreement is hereby amended in its
entirety to read as follows:
(a) "Acquiring Person" shall mean any Person (as such term is
hereinafter defined) who or which, together with all Affiliates and
Associates (as such terms are hereinafter defined) of such Person, shall be
the Beneficial Owner (as such term is hereinafter defined) of 20% or more
of the Common Shares then outstanding, but shall not include (i) the
Company, (ii) any Subsidiary (as such term is hereinafter defined) of the
Company, (iii) any employee benefit plan of the Company or of any
Subsidiary of the Company, or (iv) any entity holding Common Shares for or
pursuant to the terms of any such plan. Notwithstanding the foregoing, no
Person shall become an "Acquiring Person" as the result of an acquisition
of Common Shares by the Company which, by reducing the number of shares
outstanding, increases the proportionate number of shares beneficially
owned by such Person to 20% or more of the Common Shares of the Company
then outstanding; PROVIDED, HOWEVER, that if a Person, together with all
Affiliates or Associates of such Person, shall become the Beneficial Owner
of 20% or more of the Common Shares of the Company then outstanding by
reason of share acquisitions by the Company and shall, after such share
acquisitions by the Company, become the Beneficial Owner of any additional
Common Shares of the Company and, immediately after becoming the Beneficial
Owner of such additional Common Shares, such Person shall, together with
all Affiliates and Associates of such Person, be the Beneficial Owner of
20% or more of the Common Shares of the Company then outstanding, then such
Person (unless such Person shall be (1) the Company, (2) any Subsidiary of
the Company, (3) any employee benefit plan of the Company or of any
Subsidiary of the Company, or (4) any entity holding Common Shares for or
pursuant to the terms of any such plan described in clause
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(3) of this sentence) shall be deemed to be an "Acquiring Person." An
entity other than the Company or any Subsidiary of the Company holding
Common Shares for or pursuant to the terms of an employee benefit plan of
the Company or of any Subsidiary of the Company and in addition being the
Beneficial Owner of Common Shares that are not held for or pursuant to the
terms of any such plan shall be deemed to constitute an Acquiring Person,
notwithstanding anything herein stated, if, but only if, it, together with
its Affiliates and Associates, shall be the Beneficial Owner of 20% or
more, exclusive of those Common Shares held by it for or pursuant to the
terms of any such plan, of the Common Shares then outstanding.
Notwithstanding the foregoing, if the Board of Directors of the Company
determines in good faith that a Person who would otherwise be an "Acquiring
Person," as defined pursuant to the foregoing provisions of this paragraph
(a), has become such inadvertently (including, without limitation, because
(A) such Person was unaware that it beneficially owned a percentage of the
Common Shares that would otherwise cause such Person to be an "Acquiring
Person" or (B) such Person was aware of the extent of its Beneficial
Ownership but had no actual knowledge of the consequences of such
Beneficial Ownership under this Agreement), and without any intention of
changing or influencing control of the Company, and such Person divests as
promptly as practicable a sufficient number of Common Shares so that such
Person would no longer be an "Acquiring Person," as defined pursuant to the
foregoing provisions of this paragraph (a), then such Person shall not be
deemed to be an "Acquiring Person" for any purposes of this Agreement.
2. Section 3(a) of the Original Agreement is hereby amended in its
entirety to read as follows:
Section 3. ISSUE OF RIGHT CERTIFICATES. (a) Until the earlier of (i) the
Close of Business on the 15th day after the Shares Acquisition Date or (ii)
the Close of Business on the 15th day (or such later date as may be
determined by action of the Board of Directors of the Company prior to such
time as any Person becomes an Acquiring Person) after the date of the
commencement by any Person (other than the Company, any Subsidiary of the
Company, any employee benefit plan of the Company or any Subsidiary of the
Company or any entity holding Common Shares for or pursuant to the terms of
any such plan) of, or of the first public announcement of the intention of
any Person (other than the Company, any Subsidiary of the Company, any
employee benefit plan of the Company or of any Subsidiary of the Company or
any entity holding Common Shares for or pursuant to the terms of any such
plan) to commence (which intention shall not have been withdrawn within
five business days (as defined in Rule 14d-1 of the General Rules and
Regulations under the Exchange Act) after such public announcement), a
tender or exchange offer the consummation of which would result in any
Person (other than the Company, any Subsidiary of the Company or any
employee benefit plan of the Company or of any Subsidiary of the Company
or any entity holding Common Shares for or pursuant to the
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terms of any such plan) becoming the Beneficial Owner of Common Shares
aggregating 30% or more of the outstanding Common Shares (including any
such date that is after the date of this Agreement and prior to the
issuance of the Rights; the earlier of such dates being herein referred
to as the "Distribution Date"), (x) the Rights will be evidenced
(subject to the provisions of paragraph (b) of this Section 3) by the
certificates for Common Shares registered in the names of the holders
thereof (which certificates shall also be deemed to be Right
Certificates where the context so requires) and not by separate Right
Certificates, and (y) the right to receive Right Certificates will be
transferable only in connection with the transfer of Common Shares. As
soon as practicable after the Distribution Date, the Company will
prepare and execute, the Rights Agent will countersign, and the Company
will send or cause to be sent (and the Rights Agent will, if requested,
send) by first-class, postage-prepaid mail, to each record holder of
Common Shares as of the Close of Business on the Distribution Date, at
the address of such holder shown on the records of the Company, one or
more Right Certificates, in substantially the form of Exhibit B hereto
(the "Right Certificates"), evidencing one Right for each Common Share
so held. As of the Distribution Date, the Rights will be evidenced
solely by such Right Certificates.
3. Section 11(a)(ii) of the Original Agreement is hereby amended in its
entirety to read as follows:
(ii) Subject to Section 24 of this Agreement, in the event any Person
shall become an Acquiring Person, each holder of a Right, subject to
paragraph 11(a)(iii) and except as provided below, shall thereafter have a
right to receive, upon exercise thereof by payment of the amount equal to
the product of the number of one three-hundredths of a Preferred Share
which would otherwise be issuable upon exercise of a Right and the then
current Purchase Price in accordance with the terms of this Agreement, in
lieu of Preferred Shares, such number of Common Shares as shall equal the
result obtained by (x) multiplying the then current Purchase Price by the
number of one three-hundredths of a Preferred Share for which a Right would
otherwise be then exercisable and dividing that product by (y) 50% of the
then current per share market price of the Common Shares (determined
pursuant to Section 11(d) hereof) on the date of the occurrence of such
event; PROVIDED, HOWEVER, that if the transaction that would otherwise give
rise to the foregoing adjustment is also subject to the provisions of
Section 13 hereof, then only the provisions of Section 13 hereof shall
apply and no adjustment shall be made pursuant to this Section 11(a)(ii).
Notwithstanding the foregoing, in the event any Person shall become an
Acquiring Person, any Rights that are or, after becoming an Acquiring
Person, were beneficially owned by an Acquiring Person (or any Associate or
Affiliate of such Acquiring Person) shall become null and void at the time
of such event without any further action and no holder of such Rights shall
thereafter have any right to exercise such Rights or any other rights
whatsoever with respect to such
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Rights, whether under any provision of this Agreement or otherwise. No
Right Certificate shall be issued pursuant to Section 3 hereof that
represents Rights beneficially owned by an Acquiring Person or any
Associate or Affiliate of any Acquiring Person whose Rights would be void
pursuant to the preceding sentence; no Right Certificate shall be issued at
any time upon the transfer of any Rights to an Acquiring Person whose
Rights would be void pursuant to the preceding sentence or any Associate or
Affiliate thereof or to any nominee of such Acquiring Person, Associate or
Affiliate; and any Right Certificate delivered to the Rights Agent for
transfer to an Acquiring Person whose Rights would be void pursuant to the
preceding sentence or any Associate or Affiliate thereof shall be
cancelled. The Company shall use all reasonable efforts to insure that the
provisions of this Section 11(a)(ii) are complied with, but shall have no
liability to any holder of a Right Certificate or other Person as a result
of its failure in good faith to make any determinations with respect to an
Acquiring Person or its Affiliates or Associates.
4. Section 23(b) of the Original Agreement is hereby amended in its
entirety to read as follows:
(b) The Board of Directors of the Company may, at its option, at any
time prior to the earlier of (x) such time as a Person becomes an Acquiring
Person or (y) the Final Expiration Date, redeem all but not less than all
the then outstanding Rights at a redemption price of $.01 per Right,
appropriately adjusted to reflect any stock split, stock dividend or
similar transaction occurring after September 11, 1996 (such redemption
price being hereinafter referred to as the "Redemption Price"). The
Redemption Price shall be payable in cash by the Company. The redemption of
the Rights by the Board of Directors 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. Except for the obligation of the Company to pay
the Redemption Price, the Board of Directors of the Company and the Company
shall not have any liability to any Person as a result of the redemption of
Rights pursuant to the terms of this Section 23.
5. Section 27 of the Original Agreement is hereby amended in its
entirety to read as follows:
Section 27. SUPPLEMENTS AND AMENDMENTS. The Company may and the Rights
Agent shall, if so directed by the Company, from time to time supplement or
amend this Agreement without the approval of any holders of Common Shares
or Right Certificates in order (i) to cure any ambiguity, or to correct or
supplement any provision contained herein which may be defective or
inconsistent with any other provisions herein, (ii) prior to the
Distribution Date and except as hereafter provided, to otherwise change or
supplement any provision in this Agreement in any manner which the Company
may deem
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necessary or desirable, or (iii) following the Distribution Date, to
otherwise change or supplement any provision in this Agreement in any
manner which the Company may deem necessary or desirable and which shall
not adversely affect the interests of the holders of Right Certificates
(other than Right Certificates evidencing Rights that shall have become
null and void pursuant to Section 11(a)(ii) hereof); PROVIDED, HOWEVER,
that unless also approved by holders of a majority of the shares of Common
Stock voting for or against a proposed supplement or amendment at an annual
or special meeting of the shareholders of the Company held prior to the
Distribution Date, no supplement or amendment shall be made to this
Agreement that changes the Purchase Price, the Redemption Price, the number
and type of shares for which a Right is exercisable (except, in each case,
for adjustments that are expressly provided for herein), the Final
Expiration Date, the 20% threshold included in Section 1(a) hereof or the
provisions set forth in Sections 1(i) or 23(c) hereof.
6. The Original Agreement shall remain in full force and effect without
amendment, except for this Amendment and any other amendment made in accordance
with Section 27 of the Agreement. All terms used in this Amendment that are
defined in the Original Agreement but are not defined herein shall have the
meanings ascribed to them in the Original Agreement. The Summary of Rights
contained in Exhibit C to the Original Agreement is a summary of the Original
Agreement without regard to this Amendment and does not limit or affect this
Amendment in any way. All references in the Original Agreement to "this
Agreement," "the Agreement," or "hereof" and all references in this Amendment to
the Agreement shall hereafter be deemed to be references to the Original
Agreement as amended by this Amendment and any other amendment made in
accordance with Section 27 of the Agreement. Without limiting anything stated in
the Original Agreement, all references in the Original Agreement to (a)
adjustments in the number of fractional Preferred Shares purchasable upon the
exercise of a Right or (b) any other adjustments resulting from a dividend on
Common Shares payable in Common Shares or a subdivision, combination, or
consolidation of Common Shares or other events occurring "after the date of this
Agreement," "after the date of the Agreement," or "after the date hereof" shall
be deemed to be references to adjustments resulting from occurrences after
September 11, 1996, the date of adoption of the Original Agreement. Accordingly,
the two-for-one subdivision of Common Shares effected on April 30, 1998 shall
constitute such an event occurring "after the date of this Agreement," "after
the date of the Agreement," and "after the date hereof."
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In witness whereof, the parties have caused this Amendment to be duly
executed as of the date first above written.
DAYTON HUDSON CORPORATION
By /s/ James T. Hale
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Its Senior Vice President, General Counsel and Secretary
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FIRST CHICAGO TRUST COMPANY
OF NEW YORK
By /s/ Thomas McDonough
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Its Assistant Vice President
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