SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
Amendment No. 1
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) OR 12(g) of the
Securities Exchange Act of 1934
GERBER PRODUCTS COMPANY
------------------------------------------------------
(Exact name of registrant as specified in its Charter)
Michigan 38-0558270
----------------------- ------------------
(State of Incorporation (IRS Employer
or Organization) Identification No.)
445 State Street
Fremont, Michigan
----------------------------------------
(Address of Principal Executive Offices)
49413
----------
(Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which each class is
to be registered to be registered
-------------------- -----------------------
Common Stock New York Stock Exchange
($2.50 par value) Chicago Stock Exchange
Purchase Rights
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of class)
<PAGE>
Item 1. Description of Registrant's Securities to be Registered.
The response to Item 1 is hereby amended to read in its
entirety as follows:
Item 1. Description of the Securities to be Registered.
On July 25, 1990, the Board of Directors of Gerber
Products Company (the "Company") declared a dividend distribution
of one Right for each outstanding Company Common Share to
shareholders of record at the close of business on August 13, 1990.
Each Right entitles the registered holder to purchase from the
Company a unit consisting of one one-hundredth of a share (a
"Unit") of Series A Junior Participating Preferred Stock, par value
$1.00 per share (the "Preferred Stock"), at a Purchase Price of
$180 per Unit, subject to adjustment. On August 5, 1992, the Board
of Directors of the Company declared a two-for-one stock split with
respect to the Common Shares and, as a result thereof, the number
of Rights for each Company Common Share was adjusted to one-half
Right per Common Share. The description and terms of the Rights
are set forth in a Rights Agreement (the "Rights Agreement"), dated
as of July 25, 1990, as amended by the First Amendment to the
Rights Agreement (the "First Amendment"), dated as of May 21, 1994,
between the Company and Harris Trust and Savings Bank, as Rights
Agent.
Presently, the Rights are attached to all Common Share
certificates representing shares outstanding, and no separate
Rights Certificates have been 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 15% or more of the outstanding Common
Shares (the date of such announcement being the "Stock Acquisition
Date"), (ii) 10 business days (or such later date as the Board
shall determine) following the commencement of a tender offer or
exchange offer that would result in a person or group beneficially
owning 15% or more of such outstanding Common Shares or (iii) 10
business days after the Board of Directors of the Company shall
declare any Person to be an Adverse Person; PROVIDED, however, that
a Distribution Date will not occur as a result of the execution of
that certain Agreement and Plan of Merger, dated as of May 21,
1994, by and among the Company, SL Sub Corp. and Sandoz Ltd. (as
the same may be amended from time to time, the "Merger Agreement"),
the commencement of a tender offer for Common Shares by SL Sub
Corp. or its affiliates pursuant to the terms of the Merger
Agreement or the beneficial ownership of Common Shares by SL Sub
Corp. or its affiliates pursuant to the terms of the Merger
Agreement unless and until the Board of Directors of the Company
adopts a resolution affirmatively stating that the Distribution
Date shall occur on a date set forth in such resolution and the
Distribution Date shall thereafter be deemed to have occurred as of
such date. In order to declare a Person to be an Adverse Person
the Board of Directors must determine that such person, alone or
together with its affiliates and associates, has become the
Beneficial Owner of an amount of Common Shares which the Board of
<PAGE>
Directors determines to be substantial (which amount shall in no
event be less than 10% of the Common Shares then outstanding) and,
after reasonable inquiry and investigation, including consultation
with such persons as such directors shall deem appropriate, that
(a) such beneficial ownership by such person is intended to cause
the Company to repurchase the Common Shares beneficially owned by
such person or to cause pressure on the Company to take action or
enter into a transaction or series of transactions intended to
provide such person with short-term financial gains under
circumstances where the Board of Directors determines that the best
long-term interests of the Company and its shareholders would not
be served by taking such action or entering into such transaction
or series of transactions at that time or (b) such beneficial
ownership is causing or reasonably likely to cause a material
adverse impact (including, but not limited to, impairment of
relationships with customers or impairment of the Company's ability
to maintain its competitive position) on the business or prospects
of the Company.
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 August 13, 1990 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 certificates.
Pursuant to the Rights Agreements, the Company reserves the right
to require prior to the occurrence of a Triggering Event (as
defined below) that, upon any exercise of Rights, a number of
Rights be exercised so that only whole shares of Preferred Stock
will be issued.
The Rights are not exercisable until the Distribution
Date and will expire at the close of business on August 12, 2000,
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. All Common Shares issued prior to the
Distribution Date will be issued with Rights. Common Shares issued
after the Distribution Date will be issued with Rights if such
shares are issued pursuant to the exercise of stock options or
under an employee benefit plan, or upon the conversion of
securities issued after adoption of the Rights Agreement. Except
as otherwise determined by the Board of Directors, no other Common
Shares issued after the Distribution Date will be issued with
Rights.
In the event that (i) a Person becomes the beneficial
owner of more than 15% of the then outstanding Common Shares
(except pursuant to an offer for all outstanding Common Shares
which the independent directors determine to be fair to and
otherwise in the best interests of the Company and its
<PAGE>
shareholders) or (ii) the Board of Directors declares a person to
be an Adverse Person, following the Distribution Date, 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. The Exercise Price
is the Purchase Price multiplied by the number of Units issuable
upon exercise of a Right prior to any of the events described in
this paragraph (initially, one). Notwithstanding any of the
foregoing, following the occurrence of any of the events set forth
in this paragraph, all Rights that are, or (under certain
circumstances specified in the Rights Agreement) were, beneficially
owned by an Acquiring Person or Adverse Person will be null and
void. However, Rights are not exercisable following the occurrence
of any of the events set forth above until such time as the Rights
are no longer redeemable by the Company as set forth below.
For example, at an exercise price of $180 per Right, each
Right not owned by an Acquiring Person or Adverse Person (or by
certain related parties) following an event set forth in the
preceding paragraph would entitle its holder to purchase $360 worth
of Common Shares (or other consideration, as noted above) for $180.
Assuming that the Common Shares had a per share value of $45 at
such time, the holder of each valid Right would be entitled to
purchase eight Common Shares for $180.
In the event that, at any time following the Stock
Acquisition Date, (i) the Company is acquired in a share exchange,
merger or other business combination transaction (other than a
merger which follows an 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
which 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. 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 Units 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 dividend on, or a
subdivision, combination or reclassification of, the Preferred
Stock, (ii) if holders of the Preferred Stock are granted certain
rights or warrants to subscribe for Preferred Stock or convertible
securities at less than the 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
quarterly cash dividends) or of subscription rights or warrants
(other than those referred to above).
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 Units will be issued
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.
<PAGE>
At any time until thirty days following the Stock
Acquisition Date, the Company may redeem the Rights in whole, but
not in part, at a price of $.01 per Right (payable, at the election
of the Company, in cash, Common Shares or such other consideration
as the Board of Directors may determine). Immediately upon the
action of the Board of Directors ordering redemption of the Rights,
the Rights will terminate and the only right of the holders of
Rights will be to receive the $.01 redemption price.
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.
Other than those provisions relating to the principal
economic terms of the Rights, 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
order to cure any ambiguity, defect or inconsistency, to make
changes which do not adversely affect the interests of holders of
Rights (excluding the interest of any Acquiring Person or Adverse
Person), or to shorten or lengthen any time period 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.
As of May 21, 1994, there were 69,519,935 Common Shares
outstanding. Until the Distribution Date, the Company will issue
one-half Right with each Common Share that shall become outstanding
so that all such shares will have attached Rights.
The Rights have certain anti-takeover effects. The
Rights will cause substantial dilution to a person or group that
attempts to acquire the Company without conditioning the offer on
a substantial number of Rights being acquired. Accordingly, the
existence of the Rights may deter certain acquirors from making
takeover proposals or tender offers in which stockholders may
otherwise desire to participate. However, the Rights are not
intended to prevent a takeover, but rather are designed to enhance
the ability of the Board of Directors to negotiate with an acquiror
on behalf of all the shareholders. In addition, the Rights should
not interfere with a proxy contest.
The Rights should not interfere with any merger or other
business combination approved by the Board of Directors of the
Company since the Board of Directors may, at its option, at any
time until thirty days following the Stock Acquisition Date redeem
all but not less than all the then outstanding Rights at $.01 per
Right.
<PAGE>
The foregoing description of the Rights does not purport
to be complete and is qualified in its entirety by reference to
(i) the Rights Agreement, which includes as Exhibit B thereto the
Form of Rights Certificate, incorporated herein by reference to the
Form 8-A as originally filed, and (ii) the First Amendment,
attached hereto as an exhibit and incorporated herein by reference.
Item 2. Exhibits.
The response to Item 2 is hereby amended to read in its
entirety as follows:
1. Rights Agreement, dated as of July 25, 1990 between
Gerber Products Company and Harris Trust and Savings Bank, as
Rights Agent, which includes as Exhibit B thereto the Form of
Rights Certificate.*
2. First Amendment to Rights Agreement, dated as of
May 21, 1994, between Gerber Products Company and Harris Trust and
Savings Bank.
- -------------------
* Filed as an exhibit to Form 8-A as originally filed.
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the Registrant has duly caused
this Amendment No. 1 to be signed on its behalf by the undersigned
hereunto duly authorized.
By: /s/ Stephen R. Clark
-------------------------------
Name: Stephen R. Clark
Title: Vice President and
General Counsel
Date: May 26, 1994
<PAGE>
EXHIBIT INDEX
Exhibit Description Page
- ------- ------------ ----
2. First Amendment to Rights Agreement,
dated as of May 21, 1994, between
Gerber Products Company and Harris
Trust and Savings Bank, as Rights
Agent.
EXHIBIT 2
FIRST AMENDMENT TO RIGHTS AGREEMENT
This Amendment (the "Amendment"), dated as of May 21, 1994, is entered
into by and between Gerber Products Company, a Michigan corporation (the
"Company"), and Harris Trust and Savings Bank, an Illinois banking
corporation, as Rights Agent (the "Rights Agent").
WHEREAS, the Company and the Rights Agent have entered into a Rights
Agreement, dated as of July 25, 1990 (the "Agreement");
WHEREAS, the Company wishes to amend the Agreement; and
WHEREAS, Section 26 of the Agreement provides, among other things, that
prior to the Distribution Date (as such term is defined in the Agreement) the
Company may and the Rights Agent shall, if the Company so directs, supplement
or amend any provision of the Agreement without the approval of any holders
of certificates representing the Company's Common Shares.
NOW, THEREFORE, the Company and the Rights Agent hereby amend the
Agreement as follows:
1. Section 3(a) of the Agreement is deleted and restated to read
in its entirety as follows:
(a) Until the earlier of (i) the close of business on the tenth
day after the Stock Acquisition Date (or, if the tenth day after the
Stock Acquisition Date occurs before the Record Date, the close of
business on the Record Date), (ii) the close of business on the tenth
business day (or such later date as the Board shall determine) after the
date that a tender or exchange offer by 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 Person or entity
organized, appointed or established by the Company for or pursuant to
the terms of any such plan) is first published or sent or given within
the meaning of Rule 14d-2(a) of the General Rules and Regulations under
the Exchange Act, if upon consummation thereof, such Person would be the
Beneficial Owner of 15% or more of the Common Shares then outstanding or
(iii) the close of business on the tenth Business Day after the Board of
Directors determines, pursuant to the criteria set forth in Section
11(a)(ii)(B) hereof, that a Person is an Adverse Person (the earliest of
(i), (ii) and (iii) 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 the Common
Shares registered in the names of the holders of the Common Shares
(which certificates for Common Shares shall be deemed also to be
certificates for Rights) and not by separate certificates, and (y) the
Rights will be transferable only in
connection with the transfer of the underlying Common Shares (including a
transfer to the Company); provided, however, that a Distribution Date will
<PAGE>
not occur as a result of the execution of that certain Agreement and Plan of
Merger, dated as of May 21, 1994, by and among the Company, SL Sub Corp. and
Sandoz Ltd. (as the same may be amended from time to time, the "Merger
Agreement"), the commencement of a tender offer for Common Shares by SL Sub
Corp. or its affiliates pursuant to the terms of the Merger Agreement or the
beneficial ownership of Common Shares by SL Sub Corp. or its affiliates
pursuant to the terms of the Merger Agreement unless and until the Board of
Directors of the Company adopts a resolution affirmatively stating that the
Distribution Date shall occur on a date set forth in such resolution and the
Distribution Date shall thereafter be deemed to have occurred as of such
date. As soon as practicable after the Distribution Date, the Rights Agent
will send by first-class, insured, postage prepaid mail, to each record
holder of the 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 rights certificates, in substantially the form of Exhibit B hereto
(the "Rights Certificates"), evidencing one Right for each Common Share so
held, subject to adjustment as provided herein. In the event that an
adjustment in the number of Rights per Common Share has been made pursuant to
Section 11(p) hereof, at the time of distribution of the Rights Certificates,
the Company shall make the necessary and appropriate rounding adjustments (in
accordance with Section 14(a) hereof) so that Rights Certificates
representing only whole number of Rights are distributed and cash is paid in
lieu of any fractional Rights. As of and after the Distribution Date, the
Rights will be evidenced solely by such Rights Certificates.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be duly executed and attested as of the day and year first above written.
Attest: GERBER PRODUCTS COMPANY
By: /s/ Stephen R. Clark By: /s/ Alfred A. Piergallini
------------------------ -----------------------------
Name: Stephen R. Clark Name: Alfred A. Piergallini
Title: Vice President Title: Chairman, CEO & President
Attest: HARRIS TRUST AND SAVINGS BANK
By: /s/ Bruce R. Hartney By: /s/ Keith A. Bradley
------------------------- -----------------------------
Name: Bruce R. Hartney Name: Keith A. Bradley
Title: Vice President Title: Assistant Vice President
