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 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Fieldcrest Cannon, Inc.
(Exact name of registrant as specified in its charter)
Delaware 56-0586036
(State of incorporation or organization (I.R.S. Employer
Identification No.)
One Lake Drive, Kannapolis, NC 28081
(Address of principal executive offices (Zip Code)
If this Form relates to the registration of a class of debt securities
and is effective upon filing pursuant to General Instruction A.(c)(1),
please check the following box. [ ]
If this Form relates to the registration of a class of debt securities
and is to become effective simultaneously with the effectiveness of a
concurrent registration statement under the Securities Act of 1933 pursuant
to General Instruction A.(c)(2), please check the following box. [ ]
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 Stock Purchase Rights New York Stock Exchange, Inc.
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Total Pages 3
Page 1
Exhibit Index Page 3<PAGE>
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
On February 6, 1997, the Company amended the Rights
Agreement, dated as of November 24, 1993, between the Company and
The First National Bank of Boston, as Rights Agent (the "Rights
Agreement"), by entering into the First Amendment thereto (the
"Amendment"). (The full text of the Rights Agreement is set
forth in Exhibit 1 of the Company's Registration Statement on
Form 8-A dated December 6, 1993, which registration statement and
exhibit are incorporated herein by reference.) The Amendment
provides that an "Acquiring Person" (as defined in the Rights
Agreement) shall not include a person who would otherwise be an
Acquiring Person under such definition if the Company's Board of
Directors determines in good faith that such person has become
such inadvertently, and such person divests as promptly as
practicable a sufficient number of shares of Common Stock (as
defined in the Rights Agreement) so that such person would no
longer otherwise be an Acquiring Person under such definition.
The amendment also provides that a transaction of the type
described in the preceding sentence shall not constitute a
"Section 11(a)(ii) Event" (as defined in the Rights Agreement).
The full text of the Amendment is set forth in Exhibit 1 hereto.
The foregoing description is only a summary and is qualified in
its entirety by reference to such Exhibit.
ITEM 2. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit No. Description
<S> <C>
1 First Amendment, dated February 6, 1997, to Rights
Agreement, dated as of November 24, 1993, between
Fieldcrest Cannon, Inc. and The First National
Bank of Boston, as Rights Agent (incorporated
herein by reference to Exhibit 4.1 to the
Registrant's Current Report on Form 8-K dated
February 14, 1997).
/TABLE
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Page 2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this amendment to be
signed on its behalf by the undersigned hereunto duly authorized.
FIELDCREST CANNON, INC.
By: /s/ T. R. Staab
T. R. Staab
Vice President and
Chief Financial Officer
Date: February 18, 1997
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
<S> <C>
1 First Amendment, dated February 6, 1997, to Rights
Agreement, dated as of November 24, 1993, between
Fieldcrest Cannon, Inc. and The First National
Bank of Boston, as Rights Agent (incorporated
herein by reference to Exhibit 4.1 to the
Registrant's Current Report on Form 8-K dated
February 14, 1997.
/TABLE
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