SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_______________
FORM 8-A/A
AMENDMENT NO. 2
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) or 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Grow Group, Inc.
(Exact Name of Registrant as Specified in its Charter)
New York 11-1665588
(State of Incorporation or Organization) (I.R.S. Employer
Identification no.)
200 Park Avenue
New York, New York 10166
(Address of principal executive offices) (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 so registered to be registered
Common Stock Purchase Rights New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE
REGISTERED.
Effective as of April 30, 1995, the Amended and
Restated Rights Agreement, dated as of August 7, 1992,
between Grow Group, Inc., a New York corporation (the
"Company"), and The Bank of New York, a New York banking
corporation, as Rights Agent (the "Rights Agent") (the
"Rights Agreement") was amended (the "Amendment to Rights
Agreement") in order to, among other things, (i) prevent
GDEN Corporation, a New York corporation (the
"Purchaser"), and an indirect wholly owned subsidiary of
Imperial Chemical Industries PLC, a corporation organized
under the laws of England ("Parent"), and Parent from
becoming an Acquiring Person or Adverse Person (each as
defined in the Rights Agreement); (ii) prevent a Stock
Acquisition Date or Distribution Date (each as defined in
the Rights Agreement) from occurring, in each case as a
result of (a) the Purchaser's tender offer to purchase
all outstanding shares of the Company, at a price of
$18.10 per share, net to the seller in cash, upon the
terms and subject to the conditions set forth in the
Offer to Purchase, dated May 4, 1995 (the "Offer to
Purchase"), and the related Letter of Transmittal (which
together with the Offer to Purchase constitute the
"Offer"); (b) the merger of Purchaser with and into the
Company (the "Merger") as provided for in the Agreement
and Plan of Merger, dated as of April 30, 1995 (the
"Merger Agreement"); (c) the entering into or the
consummation of the transactions contemplated by the
Option Agreement, dated as of April 30, 1995, among
Parent, the Purchaser, Corimon Corporation, a Delaware
corporation, and Corimon, S.A.C.A., a Venezuelan
corporation; or (d) other transactions contemplated by
the Merger Agreement.
A copy of the Amendment to Rights Agreement is
attached hereto as Exhibit 1.2 and is incorporated herein
by reference. The foregoing description of the Amendment
to Rights Agreement does not purport to be complete and
is qualified in its entirety by reference to the
Amendment to Rights Agreement. Capitalized terms used
herein and not otherwise defined have the meanings
ascribed to them in the Registration Statement on Form 8-
A to which this Form 8-A/A relates.
ITEM 2. EXHIBITS.
1.2. Amendment to Rights Agreement, dated as of
April 30, 1995, to the Amended and
Restated Rights Agreement, dated as of
August 7, 1992, between Grow Group, Inc.,
a New York corporation, and The Bank of
New York, a New York banking corporation,
as Rights Agent.
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, thereto duly authorized.
Grow Group, Inc.
(Registrant)
Date: May 9, 1995 By: /s/ Lloyd Frank
Name: Lloyd Frank
Title: Secretary
AMENDMENT TO RIGHTS AGREEMENT
AMENDMENT, dated as of April 30, 1995, to the
Amended and Restated Rights Agreement, dated as of August
7, 1992, between Grow Group, Inc., a New York corporation
(the "Company"), and The Bank of New York, a New York
banking corporation, as Rights Agent (the "Rights Agent")
(the "Rights Agreement").
WHEREAS, the Company and the Rights Agent
entered into the Rights Agreement specifying the terms of
the Rights (as defined therein); and
WHEREAS, the Company and the Rights Agent
desire to amend the Rights Agreement in accordance with
Section 27 of the Rights Agreement;
THEREFORE, in consideration of the premises and
mutual agreements set forth in the Rights Agreement and
this Amendment, the parties hereby agree as follows:
1. Section 1(a) is amended by adding the
following at the end of said Section:
;provided, however, that none of Imperial
Chemical Industries plc., a corporation organized
under the laws of England ("ICI"), GDEN Corporation,
a New York corporation and an indirect wholly-owned
subsidiary of ICI (the "Purchaser") and their
Affiliates (the "ICI Persons") shall be deemed to be
an Acquiring Person by virtue of (x) the execution
of the Agreement and Plan of Merger, dated as of
April 30, 1995 (the "Merger Agreement," which term
shall include any amendments thereto) by and among
the Company, ICI and the Purchaser, or (y) the
consummation of any of the transactions contemplated
thereby or by the Corimon Option Agreement (as
defined therein), including, without limitation, the
publication or other announcement of the Offer (as
defined therein), the consummation of the Offer and
the Merger (as defined therein) or the entering
into, or the consummation of, the transactions
contemplated by the Corimon Option Agreement; (the
items set forth in (x) and (y) are referred to
herein as the "ICI Transactions").
2. Section 1(b) is amended by adding the
following at the end of said Section:
;provided that none of the ICI Persons shall be
declared an Adverse Person as a result of the
announcement or consummation of the ICI
Transactions.
3. Section 1(q) is amended by adding the
following at the end of said Section:
;provided, however that the public
announcement of any of the ICI Transactions shall
not constitute a Stock Acquisition Date.
4. Section 1(s) is amended by adding the
following at the end of said Section:
Notwithstanding anything to the contrary
contained in this Agreement, none of the ICI
Transactions shall constitute a Triggering Event or
an event described in Section 11(a)(ii) or Section
13.
5. Section 3(a) is amended by adding the
following at the end of said Section:
Notwithstanding anything to the contrary
contained in this Agreement, neither the
announcement nor the consummation of any of the ICI
Transactions shall constitute or result in the
occurrence of a Distribution Date.
6. Section 13 is amended by adding the
following at the end of said Section:
Notwithstanding any other provision of this
Agreement, nothing herein shall preclude the
consummation of the ICI Transactions, and upon
consummation of the Merger pursuant to, and in
accordance with, the terms of the Merger Agreement,
all Rights shall expire and be of no further force
or effect.
7. The term "Agreement" as used in the Rights
Agreement shall be deemed to refer to the Rights
Agreement as amended hereby.
8. The foregoing amendment shall be effective
as of the date first above written, and, except as set
forth herein, the Rights Agreement shall remain in full
force and effect and shall be otherwise unaffected
hereby.
9. This Amendment may be executed in two or
more counterparts, each of which shall be deemed to be an
original, but all of which together shall constitute one
and the same instrument.
IN WITNESS WHEREOF, the parties hereto have
caused this Amendment to be duly executed as of this 30th
day of April, 1995.
GROW GROUP, INC.
By: /s/ Russell Banks
Name: Russell Banks
Title: President
THE BANK OF NEW YORK
By: /s/ Richard Hanrahan
Name: Richard Hanrahan
Title: Assistant Vice
President
