<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------
FORM 8-A/A
AMENDMENT TO REGISTRATION STATEMENT
ON FORM 8-A
Filed pursuant to Section 12 of
THE SECURITIES EXCHANGE ACT OF 1934
--------------------------
AMERICAN CYANAMID COMPANY
(Exact name of registrant as specified in charter)
MAINE
(State or other jurisdiction of incorporation)
--------------------------
AMENDMENT NO. 3
(to Registration Statement on Form 8-A
dated March 18, 1986)
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Exhibit Index Appears at Page 5.
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The undersigned registrant, American Cyanamid Company
(the 'Company'), hereby amends and supplements Items 1 and 2 of
its Registration Statement on Form 8-A (the 'Registration
Statement'), as amended by Amendments No. 1 and 2 thereto, as set
forth below:
ITEM 1. DESCRIPTION OF SECURITIES
Information concerning the Company's Rights is
contained in the Company's Registration Statement on Form 8-A
dated March 18, 1986 (the 'Form 8-A'), in Amendment No. 1 thereto
on Form 8 dated April 30, 1986 (the 'Form 8 Amendment No. 1') and
in Amendment No. 2 to the Form 8-A on Form 8 dated May 18, 1987
(the 'Form 8 Amendment No. 2'), each of which is incorporated
herein by this reference. All capitalized terms not otherwise
defined herein have the meanings assigned in the Form 8-A.
On August 17, 1994, the Board of Directors of the
Company adopted an amendment (the 'Amendment') to the Rights
Agreement (the 'Rights Agreement') dated as of March 10, 1986
between the Company and Mellon Bank, N.A., as Successor
Rights Agent, as amended as of April 29, 1986 and as of April
21, 1987.
The Amendment provides as follows:
(i) Section 1(a) of the Rights Agreement is amended to provide
that no person who acquires beneficial ownership of 20% or
more of the Shares then issued and outstanding, pursuant to
a cash tender offer for all of the Shares then issued and
outstanding, at a price of at least $101.00 per Share shall
be deemed an Acquiring Person.
(ii) Section 3(a) of the Rights Agreement is amended to
provide that the Distribution Date shall be the earlier
of (i) the close of business on the tenth day after the
Stock Acquisition Date or (ii) the close of business on
any day, as determined by the Board, acting in its sole
discretion, following the tenth business day after the
date that a tender or exchange offer to purchase at
least 30% of the Company's Common Stock is commenced by
any Person (other than the Company, any Subsidiary of
the Company, any employee benefits 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).
(iii) Section 11(a)(ii)(B) of the Rights Agreement is
amended to provide that in the event any Person
(other than the Company, any Subsidiary of the
Company, any employee benefits 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), alone or together with its Affiliates
and Associates, shall become the Beneficial Owner
of 20% or more of the shares of Common Stock then
outstanding, other than pursuant to any
transaction set forth in Section 13(a) hereof,
provisions shall be made so that each holder of a
Right (except as provided in the Section 7(e) and
elsewhere in the Rights Agreement) shall thereafter have
the right to receive
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upon exercise of the Right, two shares of Common Stock (or
in certain circumstances a combination of cash, other
property, Common Stock and/or other securities) at
25% of the then per share market price of the
Common Stock.
(iv) Section 34 of the Rights Agreement is added to the
agreement to provide that notwithstanding any provision
of Section 13 or any other provision of the Rights
Agreement to the contrary, if any Person consummates a
cash tender offer for at least $101.00 per Share and then
consummates a Merger whereby the remaining shares of
Common Stock are converted into the right to receive $101.00
or any higher amount paid for Shares under such tender offer,
the Rights shall in no event and under no circumstances be
exercisable and no supplemental agreement pursuant to Section
13 shall be required in connection with a Second Step Merger.
The full text of the Amendment is filed as Exhibit 5
hereto, and the foregoing summary is qualified in its entirety by
reference to such Exhibit.
ITEM 2. EXHIBITS
1. Rights Agreement dated as of March 10, 1986, between
American Cyanamid Company and The Chase Manhattan Bank,
N.A., as Rights Agent (previously filed as an exhibit
to the Form 8-A).
2. Amendment, dated as of April 29, 1986, between American
Cyanamid Company and The Chase Manhattan Bank, N.A., as
Rights Agent.
3. Amendment, dated as of April 21, 1987, between American
Cynamid Company and The Chase Manhattan Bank, N.A., as
Rights Agent (previously filed as an exhibit to the
Form 8 Amendment No. 2).
4. Letter Agreement, dated March 2, 1992 between American
Cyanamid Company and Mellon Bank, N.A. (previously
filed as an exhibit to Registrant's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1992).
5. Amendment Agreement, dated as of August 17, 1994,
between American Cyanamid Company and Mellon Bank, N.A.,
as Rights Agent.
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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, thereunto duly
authorized.
AMERICAN CYANAMID COMPANY
(Registrant)
Dated: August 17, 1994 By /s/ Alice C. Brennan
-------------------------
Alice C. Brennan
Secretary
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Number Description Page No.
------ ----------- --------
<S> <C> <C>
1. Rights Agreement dated March 18, 1986, between
American Cyanamid Company and The Chase
Manhattan Bank, N.A., as Rights Agent (previously
filed as an exhibit to the Form 8-A).
2. Amendment, dated as of April 29, 1986, between
American Cyanamid Company and The Chase
Manhattan Bank, N.A., as Rights Agent.
3. Amendment, dated as of April 21, 1987,
between American Cyanamid Company and The Chase
Manhattan Bank, N.A., as Rights Agent (previously
filed as an exhibit to the Form 8 Amendment No. 2). 6
4. Letter Agreement, dated March 2, 1992
between American Cyanamid Company and Mellon
Bank, N.A., as Successor Rights Agent.
(previously filed as an exhibit to
Registrant's Quarterly Report on Form 10-Q
for the quarter ended June 30, 1992).
5. Amendment Agreement, dated as of August
17, 1994, between American Cyanamid
Company and Mellon
Bank, N.A., as Rights Agent.
</TABLE>
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EXHIBIT 2
AMENDMENT AGREEMENT
Amendment Agreement, dated as of April 29, 1986,
between American Cyanamid Company, a Maine corporation (the
'Company'), and The Chase Manhattan Bank, N.A. (the 'Rights
Agent').
WHEREAS, the Company and the Rights Agent have
heretofore executed and entered into a Rights Agreement, dated as
of March 10, 1986 (the 'Rights Agreement');
WHEREAS, the Company and the Rights Agent may from time
to time supplement or amend the Rights Agreement pursuant to the
provisions of Section 26 of the Rights Agreement; and
WHEREAS, all acts and things necessary to make this
Amendment Agreement a valid, legal and binding instrument of the
Company and the Rights Agent have been duly done, performed and
fulfilled, and the execution and delivery hereof by each of the
Company and the Rights Agent have been in all respects duly
authorized by the Company and the Rights Agent, respectively;
NOW, THEREFORE, the Company and the Rights Agent hereby
agree as follows:
1. Pursuant to Section 26 of the Rights Agreement,
Section 11 of the Rights Agreement is hereby modified and amended
to read in its entirety as set forth in Exhibit A hereto.
2. This Amendment Agreement may be executed in any
number of counterparts and each of such counterparts shall for
all purposes be deemed to be an original and all such
counterparts shall together constitute but one and the same
instrument. Terms not defined herein shall, unless the context
otherwise requires, have the meanings assigned to such terms in
the Rights Agreement.
3. In all respects not inconsistent with the terms
and provisions of this Amendment Agreement, the Rights Agreement
is hereby ratified and confirmed. In executing and delivering
this Amendment Agreement, the Rights Agent shall be entitled to
all of the privileges and immunities afforded to the Rights Agent
under the terms and conditions of the Rights Agreement.
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12
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment Agreement to be duly executed and their respective
corporate seals to be hereunto affixed and attested, all as of
the day and year first above written.
AMERICAN CYANAMID COMPANY
By:
-----------------------------------------
Name: James I. Wyer
Title: Vice President and General Counsel
By:
--------------------------
Name: Edward P. Jackman
Title: Secretary
THE CHASE MANHATTAN BANK
By:
-----------------------------------------
Name:
Title:
By:
--------------------------
Name:
Title:
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EXHIBIT A
Section 11. Adjustment of Purchase Price, Number and
Kind of Shares or Number of Rights. The Purchase Price, the
number and kind of shares covered by each Right and the number of
Rights outstanding are subject to adjustment from time to time as
provided in this Section 11.
(a)(i) In the event the Company shall at any time
after the date of this Agreement (A) declare a dividend on
the Preferred Stock payable in shares of Preferred Stock,
(B) subdivide the outstanding Preferred Stock, (C) combine
the outstanding Preferred Stock into a smaller number of
shares, or (D) issue any shares of its capital stock in a
reclassification of the Preferred Stock (including any such
reclassification in connection with a consolidation or
merger in which the Company is the continuing or surviving
corporation), except as otherwise provided in this Section
11(a) and Section 7(e) hereof, the Purchase Price in effect
at the time of the record date for such dividend or of the
effective date of such subdivision, combination or
reclassification, and the number and kind of shares of
Preferred Stock or capital stock, as the case may be,
issuable on such date, shall be proportionately adjusted so
that the holder of any Right exercised after such time shall
be entitled to receive the aggregate number and kind of
shares of Preferred Stock or capital stock, as the case may
be, which, if such Right had been exercised immediately
prior to such date and at a time when the Preferred Stock
transfer books of the Company were open, he would have owned
upon such exercise and been entitled to receive by virtue of such
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2
dividend, subdivision, combination or reclassification.
If an event occurs which would require an adjustment under
both this Section 11(a)(i) and Section 11(a)(ii) hereof,
the adjustment provided for in this Section 11(a)(i) shall
be in addition to, and shall be made prior to any adjustment
required pursuant to Section 11(a)(ii) hereof.
(ii) In the event:
(A) any Acquiring Person or any Associate or
Affiliate of any Acquiring Person, at any time after the
date of this Agreement, directly or indirectly, (1) shall
merge into the Company or otherwise combine with the Company
and the Company shall be the continuing or surviving
corporation of such merger or combination and the Common
Stock of the Company shall remain outstanding and unchanged,
(B) 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), alone or together with its Affiliates and
Associates, shall become the Beneficial Owner of 50% or
more of the shares of Common Stock then outstanding,
other than pursuant to any transaction set forth in
Section 13(a) hereof, or
(C) during such time as there is an Acquiring
Person, there shall be any reclassification of securities
(including any reverse stock split), or recapitalization of
the Company, or merger or consolidation of the Company with
any of its Subsidiaries or any other transaction or series
of transactions involving the Company or any of its
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Subsidiaries, other than a transaction or transactions to
which the provisions of Section 13(a) apply (whether or not
with or into or otherwise involving an Acquiring Person),
which has the effect, directly or indirectly, of increasing
by more than 1% the proportionate share of the outstanding
shares of any class of equity securities of the Company or
any of its Subsidiaries which is directly or indirectly
beneficially owned by any Acquiring Person or any Associate
or Affiliate of any Acquiring Person,
then, promptly following five (5) days after the date of the
occurrence of an event described in Section 11(a)(ii)(B) hereof
and promptly following the occurrence of any event described in
Section 11(a)(ii)(A) or (C) hereof, proper provision shall be
made so that each holder of a Right (except as provided below and
in Section 7(e) hereof) shall thereafter have the right to
receive, upon exercise thereof, the number of shares of Common
Stock equal to two times the number of one two-hundredths of a
share of Preferred Stock for which a Right was exercisable
immediately prior to the first occurrence of an event set forth
in Section 11(a)(ii)(A), (B) or (C) above (such number of shares,
the 'Adjustment Shares') at an adjusted Purchase Price equal to
the product obtained by multiplying the number of Adjustment
Shares by the greater of (x) 25% of the current market price
(determined pursuant to Section 11(d) hereof) per share of Common
Stock as of the date of such first occurrence and (y) the par value per
share of the Common Stock; and following the first occurrence of an event
set forth in Section 11(a)(ii)(A), (B) or (C), such adjusted Purchase
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4
Price shall thereafter be referred to as the 'Purchase Price'
for all purposes of this Agreement.
(iii) In the event that the number of shares
of Common Stock which are authorized by the Company's
articles of incorporation but not outstanding or reserved
for issuance for purposes other than upon exercise of the
Rights are not sufficient to permit the exercise in full of
the Rights in accordance with the foregoing subparagraph
(ii), the Company shall: (A) determine the excess of (1)
the value of the Adjustment Shares issuable upon the
exercise of a Right (the 'Current Value') over (2) the
Purchase Price (such excess, the 'Spread'), and (B) with
respect to each Right, make adequate provision to substitute
for the Adjustment Shares, upon payment of the applicable
Purchase Price, (1) cash, (2) a reduction in the Purchase
Price, (3) Common Stock or other equity securities of the
Company (including, without limitation, shares, or units of
shares, of preferred stock which the Board of Directors of
the Company has deemed to have the same value as shares of
Common Stock (such shares of preferred stock, 'common stock
equivalents')), (4) debt securities of the Company, (5)
other assets, or (6) any combination of the foregoing,
having an aggregate value equal to the Current Value, where
such aggregate value has been determined by the Board of
Directors of the Company based upon the advice of a
nationally recognized investment banking firm selected by
the Board of Directors of the Company; provided, however, if
the Company shall not have made adequate provision to
deliver value pursuant to clause (B) above within thirty (30) days
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5
following the later of (x) the first occurrence of
a Section 11(a)(ii) Event and (y) the date on which the
Company's right of redemption pursuant to Section 23(a)
expires (the later of (x) and (y) being referred to herein
as the 'Section 11(a)(ii) Trigger Date'), then the Company
shall be obligated to deliver, upon the surrender for
exercise of a Right and without requiring payment of the Purchase
Price, shares of Common Stock (to the extent available) and
then, if necessary, cash, which shares and/or cash have an
aggregate value equal to the Spread. If the Board of
Directors of the Company shall determine in good faith that
it is likely that sufficient additional shares of Common
Stock could be authorized for issuance upon exercise in full
of the Rights, the thirty (30) day period set forth above
may be extended to the extent necessary, but not more than
ninety (90) days after the Section 11(a)(ii) Trigger Date,
in order that the Company may seek shareholder approval for
the authorization of such additional shares (such period, as
it may be extended, the 'Substitution Period'). To the
extent that the Company determines that some action need be
taken pursuant to the first and/or second sentences of this
Section 11(a)(iii), the Company (x) shall provide, subject to
Section 7(e) hereof, that such action shall apply uniformly
to all outstanding Rights, and (y) may suspend the
exercisability of the Rights until the expiration of the
Substitution Period in order to seek any authorization of additional
shares and/or to decide the appropriate form of distribution to be
made pursuant to such first sentence and to determine the value thereof.
In the event of any such suspension, the Company shall issue
a public announcement stating that the exercisability of the
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6
Rights has been temporarily suspended, as well as a public announcement
at such time as the suspension is no longer in effect. For
purposes of this Section 11(a)(iii), the value of the Common
Stock shall be the current market price (as determined
pursuant to Section 11(d) hereof) per share of the Common
Stock on the Section 11(a)(ii) Trigger Date and the value
of any 'common stock equivalent' shall be deemed to have the
same value as the Common Stock on such date.
(b) In case the Company shall fix a record date
for the issuance of rights, options or warrants to all
holders of Preferred Stock entitling them to subscribe for
or purchase (for a period expiring within forty-five (45)
calendar days after such record date) Preferred Stock (or
shares having the same rights, privileges and preferences as
the shares of Preferred Stock ('equivalent preferred
stock')) or securities convertible into Preferred Stock or
equivalent preferred stock at a price per share of Preferred
Stock or per share of equivalent preferred stock (or having
a conversion price per share, if a security convertible into
Preferred Stock or equivalent preferred stock) less than
the current market price (as determined pursuant to Section
11(d) hereof) per share of Preferred Stock on such record
date, the Purchase Price to be in effect after such record
date shall be determined by multiplying the Purchase Price
in effect immediately prior to such record date by a
fraction, the numerator of which shall be the number of
shares of Preferred Stock Outstanding on such record date,
plus the number of shares of Preferred Stock which the
aggregate offering price of the total number of shares of
Preferred Stock and/or equivalent preferred stock so
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7
to be Offered (and/or the aggregate initial conversion price
of the convertible securities so to be offered) would purchase
at such Current market price and denominator of which shall
be the number of shares of Preferred Stock outstanding on
such record date, plus the number of additional shares of
Preferred Stock and/or equivalent preferred stock to be
offered for subscription or purchase (or into which the
convertible securities so to be offered are initially
convertible). In case such subscription price may be paid
by delivery of consideration part or all of which may be in
a form other than cash, the value of such consideration
shall be as determined in good faith by the Board, whose
determination shall be described in a statement filed with
the Rights Agent and shall be binding on the Rights Agent.
Shares of Preferred Stock owned by or held for the account
of the Company shall not be deemed outstanding for the
purpose of any such computation. Such adjustment shall be
made successively whenever such a record date is fixed; and
in the event that such rights or warrants are not so issued,
the Purchase Price shall be adjusted to be the Purchase
Price which would then be in effect if such record date had
not been fixed.
(c) In case the Company shall fix a record date for a
distribution to all holders of Preferred Stock (including any
such distribution made in connection with a consolidation or
merger in which the Company is the continuing corporation)
of evidence of indebtedness, cash (other than a regular
quarterly cash dividend out of the earnings or retained
earnings of the Company), assets (other than a dividend
payable in Preferred Stock, but including any dividend payable
in stock other than Preferred Stock) or subscription rights
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8
or warrants (excluding those referred to in Section 11(b) hereof),
the Purchase Price to be in effect after such record
date shall be determined by multiplying the Purchase
Price in effect immediately prior to such record
date by a fraction, the numerator of which shall be
the current market price (as determined pursuant to Section 11(d)
hereof) per share of Preferred Stock on such record date, less
the fair market value (as determined in good faith by the Board,
whose determination shall be described in a statement filed with
the Rights Agent) of the portion of the cash, assets or evidences
of indebtedness so to be distributed or of such subscription
rights or warrants applicable to a share of Preferred Stock and
the denominator of which shall be such current market price (as
determined pursuant to Section 11(d) hereof) per share of
Preferred Stock. Such adjustments shall be made successively
whenever such a record date is fixed; and in the event that such
distribution is not so made, the Purchase Price shall be adjusted
to be the Purchase Price which would have been in effect if such
record date had not been fixed.
(d)(i) For the purpose of any computation hereunder,
other than computations made pursuant to Section 11(a)(iii)(A)
hereof, the 'current market price' per share of Common Stock on
any date shall be deemed to be the average of the daily closing
prices per share of such Common Stock for the thirty (30)
consecutive Trading Days (as such term is hereinafter defined)
immediately prior to such date, and for purposes of computations
made pursuant to Section 11(a)(iii)(A) hereof, the 'current
market' price per share of Common Stock on any date shall be
deemed to be the average of the daily closing prices per share of
such Common Stock for ten (10) consecutive Trading Days
immediately following such date;
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9
provided, however, that in the event that the current
market price per share of the Common Stock is determined
during a period following the announcement by the
issuer of such Common Stock of (A) a dividend or distribution on
such Common Stock payable in shares of such Common Stock or
securities convertible into shares of such Common Stock (other
than the Rights), or (B) any subdivision, combination or
reclassification of such Common Stock, and prior to the
expiration of the requisite thirty (30) Trading Day or ten (10)
Trading Day period, as set forth above, after the ex-dividend
date for such dividend or distribution, or the record date for
such subdivision, combination or reclassification, then, and in
each such case, the 'current market price' shall be properly
adjusted to take into account ex-dividend trading. The closing
price for each day shall be the last sale price, regular way, or,
in case no such sale takes place on such day, the average of the
closing bid and asked prices, regular way, in either case as
reported in the principal consolidated transaction reporting
system with respect to securities listed or admitted to trading
on the New York Stock Exchange or, if the shares of Common Stock
are not listed or admitted to trading on the New York Stock
Exchange, as reported in the principal consolidated transaction
reporting system with respect to securities listed on the
principal national securities exchange on which the shares of
Common Stock are listed or admitted to trading or, if the shares
of Common Stock are not listed or admitted to trading on any
national securities exchange, the last quoted price or, if not so
quoted, the average of the high bid and low asked prices in the
over-the-counter market, as reported by the National Association
of Securities Dealers, Inc. Automated Quotation System ('NASDAQ')
or such other system then in use, or, if on any such date the
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10
shares of Common Stock are not quoted by any such organization,
the average of the closing bid and asked prices as furnished by a
professional market maker making a market in the Common Stock
selected by the Board. If on any such date no market maker is
making a market in the Common Stock, the fair value of such
shares on such date as determined in good faith by the Board
shall be used. The term 'Trading Day' shall mean a day on which
the principal national securities exchange on which the shares of
Common Stock are listed or admitted to trading is open for the
transaction of business or, if the shares of Common Stock are not
listed or admitted to trading on any national securities
exchange, a Business Day. If the Common Stock is not publicly
held or not so listed or traded, 'current market price' per share
shall mean the fair value per share as determined in good faith
by the Board of Directors of the Company, whose determination
shall be described in a statement filed with the Rights Agent and
shall be conclusive for all purposes.
(ii) For the purpose of any computation hereunder,
the 'current market price' per share of Preferred Stock
shall be determined in the same manner as set forth above
for the Common Stock in clause (i) of this Section 11(d)
(other than the last sentence thereof). If the current
market price per share of Preferred Stock cannot be
determined in the manner Provided above or if the Preferred
Stock is not publicly held or listed or traded in a manner
described in clause (i) of this Section 11(d), the 'current
market price' per share of Preferred Stock shall be conclusively
deemed to be an amount equal to 200 (as such number may be
appropriately adjusted for such events as stock splits,
stock dividends and recapitalization with respect to the
<PAGE>
11
Common Stock occurring after the date of this Agreement)
multiplied by the current market price per share
of the Common Stock. If neither the Common Stock nor the
Preferred Stock is publicly held or so listed or traded,
'current market price' per are shall mean the fair value per
share as determined in good faith by the Board of Directors
of the Company whose determination shall be described in a
statement filed with the Rights Agent and shall be
conclusive for all purposes.
(e) Anything herein to the contrary
notwithstanding, no adjustment in the Purchase Price shall
be required unless such adjustment would require an increase
or decrease of at least one percent (1%) in the Purchase
Price; Provided, however, that any adjustments which by
reason of this Section 11(e) are not required to be made
shall be carried forward and taken into account in any
subsequent adjustment. All calculations under this Section
11 shall be made to the nearest cent or to the nearest ten-
thousandth of a share of Common Stock or other share or one-
millionth of a share of Preferred Stock, as the case may be.
Notwithstanding the first sentence of this Section 11(e),
any adjustment required by this Section 11 shall be made no
later than the earlier of (i) three (3) years from the date
of the transaction which mandates such adjustment, or (ii)
the Expiration Date.
(f) If as a result of an adjustment made pursuant to
Section 11(a) or Section 13(a) hereof, the holder of any
Right thereafter exercised shall become entitled to receive any shares
of capital stock of the Company other than Preferred Stock, thereafter
the number of such other shares so receivable upon exercise of any
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12
Right and the Purchase Price thereof shall be subject to adjustment
from time to time in a manner and on terms as nearly equivalent as
practicable to the provisions with respect to the Preferred
Stock contained in Section 11(a), (b), (c), (e), (g), (h),
(i), (j), (k) and (m), and the provisions of Sections 7, 9,
10, 13 and 14 hereof with respect to the Preferred Stock
shall apply on like terms to any such other shares.
(g) All Rights originally issued by the Company
subsequent to any adjustment made to the Purchase Price hereunder
shall evidence the right to purchase, at the adjusted Purchase
Price, the number of shares of Preferred Stock purchasable from
time to time hereunder upon exercise of the Rights, all subject
to further adjustment as provided herein.
(h) Unless the Company shall have exercised its
election as provided in Section 11(i), upon each adjustment of
the Purchase Price as a result of the calculations made in
Sections 11(b) and (c), each Right outstanding immediately prior
to the making of such adjustment shall thereafter evidence the
right to purchase, at the adjusted Purchase Price, that number of
one two-hundredth of a share of Preferred Stock (calculated to
the nearest one-millionth) obtained by (i) multiplying (x) the
number of one two-hundredth of a share covered by a Right
immediately prior to this adjustment, by (y) the Purchase Price
in effect immediately prior to such adjustment of the Purchase
Price, and (ii) dividing the product so obtained by the Purchase Price
in effect immediately after such adjustment of the Purchase Price.
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(i) The Company may elect on or after the date of any
adjustment of the Purchase Price to adjust the number of Rights,
in substitution for any adjustment in the number of shares of
Preferred Stock purchasable upon the exercise of a Right. Each
of the Rights outstanding after the adjustment in the number of
Rights shall be exercisable for the number of one two-hundredth
of a share of Preferred Stock for which a Right was exercisable
immediately prior to such adjustment Each Right held of record
prior to such adjustment of the number of Rights shall become
that number of Rights (calculated to the nearest one ten-
thousandth) obtained by dividing the Purchase Price in effect
immediately prior to adjustment of the Purchase Price by the
Purchase Price in effect immediately after adjustment of the
Purchase Price. The Company shall make a public announcement of
its election to adjust the number of Rights, indicating the
record date for the adjustment, and, if known at the time, the
amount of the adjustment to be made. This record date may be the
date on which the Purchase Price is adjusted or any day
thereafter, but, if the Right Certificates have been issued,
shall be at least ten (10) days later than the date of the public
announcement. If Right Certificates have been issued, upon each
adjustment of the number of Rights pursuant to this Section
11(i), the Company shall, as promptly as practicable, cause to be
distributed to holders of record of Right Certificates on such
record date Right Certificates evidencing, subject to Section 14
hereof, the additional Rights to which such holders shall be
entitled as a result of such adjustment, or, at the option of the
Company, shall cause to be distributed to such holders of record
in substitution and replacement for the Right Certificates held
by such holders prior to the date of adjustment, and upon surrender
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14
thereof, if required by the Company, new Right
Certificates evidencing all the Rights to which such holders
shall be entitled after such adjustment. Right Certificates so
to be distributed shall be issued, executed and countersigned in
the manner provided for herein (and may bear, at the option of
the Company, the adjusted Purchase Price) and shall be registered
in the names of the holders of record of Right Certificates on
the record date specified in the Public announcement.
(j) Irrespective of any adjustment or change in the
Purchase Price or the number of one two-hundredths of a share of
Preferred Stock issuable upon the exercise of the Rights, the
Right Certificates theretofore and thereafter issued may continue
to express the Purchase Price per share and the number of shares
which were expressed in the initial Right Certificates issued
hereunder.
(k) Before taking any action that would cause an
adjustment reducing the Purchase Price below the then par value
or stated value, if any, of the shares of Preferred Stock
issuable upon exercise of the Rights, the Company shall take any
corporate action which may, in the opinion of its counsel, be
necessary in order that the Company may validly and legally issue
fully paid and nonassessable shares of Preferred Stock at such
adjusted Purchase Price.
(l) In any case in which this Section 11 shall require
that an adjustment in the Purchase price be made effective as of
a record date for a specified event, the Company may elect to
defer until the occurrence of such event the issuance to
the holder of any Right exercised after such record date
the shares of Preferred Stock and other capital stock or
<PAGE>
15
securities of the Company, if any, issuable upon such exercise over and
above the shares of Preferred Stock and other capital stock or securities
of the Company, if any, issuable upon such exercise on the basis
of the Purchase Price in effect prior to such adjustment;
provided, however, that the Company shall deliver to such holder
a due bill or other appropriate instrument evidencing such
holder's right to receive such additional shares or securities
upon the occurrence of the event requiring such adjustment.
(m) Anything in this Section 11 to the contrary
notwithstanding, the Company shall be entitled to make such
reductions in the Purchase Price, in addition to those
adjustments expressly required by this Section 11, as and to the
extent that in their good faith judgment the Board of Directors
of the Company shall determine to be advisable in order that any
(i) consolidation or subdivision of the Preferred Stock, (ii)
issuance wholly for cash of any shares of Preferred Stock at less
than the current market price, (iii) issuance wholly for cash of
shares of Preferred Stock or securities which by their terms are
convertible into or exchangeable for shares of Preferred Stock,
(iv) stock dividends or (v) issuance of rights, options or
warrants referred to in this Section 11, hereafter made by the
Company to holders of its Preferred Stock shall not be taxable to
such stockholders.
(n) The Company covenants and agrees that it shall
not, at any time after the Distribution Date, (i) consolidate
with any other Person (other than a Subsidiary of the Company in
a transaction which complied with Section 11(o) hereof), (ii)
merge with or into any other Person (other than a Subsidiary of
the Company in a transaction which complies with Section 11(o)
hereof) or (iii) sell or transfer (or permit any Subsidiary to sell or
<PAGE>
16
transfer), in one or more transactions, assets or earning
power aggregating more than 50% of the assets or earning power of
the Company and its Subsidiaries (taken as a whole) to, any other
Person or Persons (other than a Subsidiary of the Company in a
transaction which complies with Section 11(o) hereof) if (x) at
the time of or immediately after such consolidation, merger or
sale there are any rights, warrants or other instruments or
securities outstanding or agreements in effect which would
substantially diminish or otherwise eliminate the benefits
intended to be afforded by the Rights or (y) prior to,
simultaneously with or immediately after such consolidation,
merger or sale, the shareholders of the Person who constitutes or
would constitute, the 'Principal Party' for purposes of Section
13(a) hereof shall have received a distribution of Rights
previously owned by such Person or any of its Affiliates and
Associates.
(o) The Company covenants and agrees that, after the
Distribution Date, it will not, except as permitted by Section 23
hereof, take (or permit any Subsidiary to take) any action if at
the time such action is taken it is reasonably foreseeable that such
action will diminish substantially or otherwise eliminate the
benefits intended to be afforded by the Rights.
(p) Anything in this Agreement to the contrary
notwithstanding, in the event that the Company shall at any time
after the Rights Dividend Declaration Date and prior to the
Distribution Date (i) declare a dividend on the outstanding
shares of Common Stock payable in shares of Common Stock, (ii)
subdivide the outstanding shares of Common Stock, (iii) combine
the outstanding Common Stock into a smaller number of shares, or (iv)
<PAGE>
17
issue any shares of its capital stock in a reclassification
of the outstanding Common Stock, the number of Rights associated
with each share of Common Stock then outstanding or issued or
delivered thereafter but prior to the Distribution Date, shall be
proportionately adjusted so that the number of Rights thereafter
associated with each share of Common Stock following any such
event shall equal the result obtained by multiplying the number
of Rights associated with each share of Common Stock immediately
prior to such event by a fraction the numerator of which shall be
the total number of shares of Common Stock outstanding
immediately prior to the occurrence of the event and the
denominator of which shall be the total number of shares of
Common Stock outstanding immediately following the occurrence of
such event.
<PAGE>
EXHIBIT 5
<PAGE>
AMENDMENT AGREEMENT
Amendment Agreement, dated as of August 17, 1994, between
American Cyanamid Company, a Maine corporation (the 'Company'), and
Mellon Bank, N.A., (the 'Rights Agent').
WHEREAS, the Company and The Chase Manhattan Bank, N.A.
('Chase'), the predecessor of the Rights Agent, have heretofore
executed and entered into a Rights Agreement, dated as of March 10,
1986 (the 'Rights Agreement'), setting forth the terms of Preferred
Stock Purchase Rights of the Company (the 'Rights');
WHEREAS, such Rights Agreement has been amended by
Amendment Agreements dated as of April 29, 1986 and April 21, 1987;
WHEREAS, by a Letter Agreement dated March 2, 1992,
pursuant to the provisions of Section 21 of the Rights Agreement, the
Company appointed the Rights Agent to succeed Chase as the Rights
Agent under the Rights Agreement;
WHEREAS, the Company and the Rights Agent may from time to
time supplement or amend the Rights Agreement pursuant to the
provisions of Section 26 of the Rights Agreement; and
WHEREAS, all acts and things necessary to make this
Amendment Agreement a valid, legal and binding instrument of the
Company and the Rights Agent have been duly done, performed and
fulfilled, and the execution and delivery hereof by each of the
Company and the Rights Agent have been in all respects duly
authorized by the Company and the Rights Agent, respectively:
NOW, THEREFORE, the Company and the Rights Agent hereby
agree as follows:
1. Pursuant to Section 26 of the Rights Agreement,
Sections 3(a) and 11(a)(ii)(B) of the Rights Agreement are hereby
modified and amended to read in their entirety as set forth in
Exhibit A hereto.
2. This Amendment Agreement may be executed in any number
of counterparts and each of such counterparts shall for all purposes
be deemed to be an original and all such counterparts shall together
constitute but one and the same instrument. Terms not defined herein
shall, unless the context otherwise requires, have the meanings
assigned to such terms in the Rights Agreement.
3. In all respects not inconsistent with the terms and
provisions of this Amendment Agreement, the Rights Agreement is
hereby ratified and confirmed. In executing and delivering this
Amendment Agreement, the Rights Agent shall be entitled to all of the
privileges and immunities afforded to the Rights Agent under the
terms and conditions of the Rights Agreement.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
Agreement to be fully executed and their respective corporate seals to be
hereunto affixed and attested, all as of the day and year first above written.
AMERICAN CYANAMID COMPANY
By: /s/ Joseph S. McAuliffe
-------------------------------
Name: Joseph S. McAuliffe
Title: Vice President and
General Counsel
By: /s/ Alice C. Brennan
-------------------------
Name: Alice C. Brennan
Title: Secretary
MELLON BANK, N.A.
By: /s/ Paul H. Buchbaum
-------------------------------
Name: Paul H. Buchbaum
Title: Senior Vice President
By: /s/ John F. Keegan
-------------------------
Name: John F. Keegan
Title: Vice President
<PAGE>
EXHIBIT A
SECTION 1(a)
(a) 'Acquiring Person' shall mean any Person (as such term is
hereinafter defined) who or which, together with all Affiliates
(as such term is hereinafter defined) and Associates (as such term
is hereinafter defined) of such Person, shall be the Beneficial Owner
(as such term is hereinafter defined) of 20% or more of the shares of
Common Stock then outstanding, but shall not include the Company, any
Subsidiary of the Company, any employee benefit plan of the Company or
of any Subsidiary of the Company, any person or entity organized,
appointed or established by the Company for or pursuant to the terms of
any such plan. Notwithstanding the foregoing, no Person who acquires
beneficial ownership of 20% or more of the shares of Common Stock then
outstanding, pursuant to a cash tender offer for all of the shares of
Common Stock then outstanding, at a price of at least $101.00 per share
of Common Stock shall be deemed an Acquiring Person.
SECTION 3(a)
(a) Until the earlier of (i) the close of business on the tenth day
after the Stock Acquisition Date (or if the tenth day following the
Stock Acquisition Date occurs before the Record Date, the close of
business on the Record Date) or (ii) the close of business on any
day, as determined by the Board, acting in its sole discretion,
following the tenth business day 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 14e-2(a) of the General Rules and Regulations under
the Exchange Act, if upon consummation thereof, such Person would be
the beneficial owner of 30% or more of the shares of Common Stock
then outstanding, (the earlier of (i) and (ii) 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 Stock registered in the names of the
holders of the Common Stock (which certificates for the Common Stock
shall be deemed also to be certificates for Rights) and not be
separate certificates, and (y) the Rights will be transferable only
in connection with the transfer of the underlying shares of Common
Stock (including a transfer to the Company). As soon as practicable
after the Distribution Date, the Rights Agent will send by first
class postage prepaid mail, to each record holder of the Common Stock
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 'Right Certificates'), evidencing one Right for each share of
Common Stock so held, subject to adjustment as provided herein. In
the event that an adjustment in the number of Rights per share of
Common Stock has been made pursuant to Section 11(p) hereof, at the
time of distribution of the Right Certificates, the Company shall
make the necessary and appropriate rounding adjustments (in
accordance with Section 14(a) hereof) so that Right Certificates
representing only whole numbers 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 Right
Certificates.
SECTION 11(a)(ii)(B)
(B) any Person (other than the Company, any Subsidiary of the
Company, any employee benefits 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), alone or together with its Affiliates and
Associates, shall become the Beneficial Owner of 20% or more of the
shares of Common Stock then outstanding, other than pursuant to any
transaction set forth in Section 13(a) hereof, or
SECTION 34. Second Step Merger.
Notwithstanding any provision of Section 13 or any other provision of this
Rights Agreement to the contrary, (a) following consummation by any Person
of a cash tender offer for all of the shares of Common Stock then outstanding
at a price of at least $101.00 per share, the Rights shall not be exercisable
upon the subsequent consummation of, or in connection with, a merger of the
Company with such Person or any of its Affiliates in which the shares of
Common Stock then outstanding (other than shares of Common Stock owned by
such Person or its Affiliates and shares of Common Stock the holders of which
are seeking appraisal pursuant to Section 909 or 910 of the Maine Business
Corporation Act) are to be converted into an amount in cash per share
of Common Stock that is no less than the amount received by holders of
shares of Common Stock in the cash tender offer referred to above
(a 'Second Step Merger'); (b) from the effective time of a
Second Step Merger through the Final Expiration Date, the Rights shall in no
event and under no circumstances be exercisable; and (c) no supplemental
agreement pursuant to Section 13 shall be required in connection with a Second
Step Merger.
