SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
HOUGHTON MIFFLIN COMPANY
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(Exact name of registrant as specified in its charter)
Massachusetts 04-1456030
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(State of incorporation or organization) (IRS Employer
Identification No.)
222 Berkeley Street, 5th Floor, Boston, Massachusetts 02116-3764
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(Address of principal executive offices) (Zip Code)
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
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Preferred Stock Purchase Rights New York Stock Exchange, Inc.
If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c), please 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:_________________
(If applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Securities to be Registered.
On July 30, 1997, the Board of Directors of Houghton Mifflin
Company (the "Company") renewed its existing Rights Agreement, dated as of
December 9, 1988, between the Company and The First National Bank of Boston
(currently known as BankBoston, N.A.) (the "Existing Rights Agreement"), by
adopting a Renewed Rights Agreement between the Company and BankBoston,
N.A., as Rights Agent (the "Renewed Rights Agreement"). Pursuant to the
Renewed Rights Agreement, the Company declared a dividend distribution of
one Right for each share of the Company's common stock, par value $1.00 per
share (the "Common Stock"), outstanding upon the "Expiration Date" under
the Existing Rights Agreement (the "Record Date") and for each share of
Common Stock issued between the Record Date and the Distribution Date (as
defined in the Renewed Rights Agreement), and under certain circumstances
thereafter. The Record Date is expected to occur on December 18, 1998, but
may occur in advance of that time under certain circumstances. The Rights
will replace the preferred stock purchase rights outstanding under the
Existing Rights Agreement. Each Right initially entitles the registered
holder to purchase from the Company one ten-thousandth of a share of Series
A Junior Participating Preferred Stock, par value $1.00 per share, of the
Company (the "Preferred Stock"), or in certain circumstances, to receive
cash, property, Common Stock or other securities of the Company, at a
purchase price (the "Purchase Price") of $125.00 per one ten-thousandth a
share of Preferred Stock, subject to adjustment (the "Rights").
The description and terms of the Rights are set forth in the Renewed
Rights Agreement. Capitalized terms used and not defined herein shall have
the respective meanings ascribed to such terms in the Renewed Rights
Agreement.
Initially, the Rights will be attached to all certificates
representing shares of Common Stock, and no separate Rights certificates
will be distributed. The Rights will separate from the Common Stock and a
"Distribution Date" will occur upon the earlier of (i) 10 Business Days (or
such specified or unspecified later date as the Board may determine before
a Distribution Date occurs) following a public announcement by the Company
that a Person, alone or together with its Affiliates and Associates, with
certain exceptions (an "Acquiring Person"), has acquired beneficial
ownership of 20% or more of the outstanding shares of Common Stock (the
date of such announcement being the "Stock Acquisition Date"), (ii) 10
Business Days (or such specified or unspecified later date as the Board may
determine before a Distribution Date occurs) following the commencement of
a tender offer or exchange offer that would result in a Person (other than
an Exempt Person) becoming a Beneficial Owner of 30% or more of the
outstanding shares of Common Stock or (iii) immediately after the Board
(with the concurrence of a majority of the Outside Directors) declares that
a Person is an "Adverse Person," upon a determination that such Person,
alone or together with its Affiliates and Associates, has, at any time
after the Rights Dividend Declaration Date, become the Beneficial Owner of
an amount of Common Stock which the Board (with the concurrence of a
majority of the Outside Directors) determines to be substantial (which
amount shall in no event be less than 15% of the shares of Common Stock
then outstanding) and a determination by the Board (with the concurrence of
a majority of the Outside Directors), 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 Stock
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 gain under circumstances
where such directors determine that the long-term interests of the Company
and its stockholders would not be served by taking such action or entering
into such transactions or series of transactions at that time or (b) such
Beneficial Ownership is causing or reasonably likely to cause a material
adverse impact (including without limitation impairment of the Company's
relationships with its authors or customers or its ability to maintain its
competitive position) on the business or prospects of the Company.
Until the Distribution Date, (i) the Rights will be transferred
with and only with such Common Stock certificates and (ii) the surrender
for transfer of any Common Stock certificates will also constitute the
transfer of the Rights associated with the Common Stock represented by such
certificates.
The Rights are not exercisable until the Distribution Date and
will expire on July 30, 2007 (the "Final Expiration Date"), subject to
extension by the Board, unless the Rights are earlier redeemed or expire
under the terms of the Renewed Rights Agreement.
As soon as practicable after the Distribution Date, separate
certificates evidencing the Rights ("Rights Certificates") will be mailed
to holders of record of the Common Stock as of the Close of Business on the
Distribution Date, and from and after the Distribution Date, the separate
Rights Certificates alone will evidence the Rights. Except as otherwise
required by the Renewed Rights Agreement or determined by the Board, only
shares of Common Stock issued prior to the Distribution Date will be issued
with Rights.
In the event (a "Flip-In Event") that (i) the Board (with the
concurrence of a majority of the Outside Directors) determines that a
Person is an Adverse Person, (ii) at any time after July 30, 1997, the
Company is the surviving corporation in a merger or other business
combination transaction with an Acquiring Person and its Common Stock is
not changed or exchanged, (iii) a Person (other than an Exempt Person), at
any time after the Rights Dividend Declaration Date, becomes the Beneficial
Owner of 30% or more of the shares of Common Stock of the Company then
outstanding (except pursuant to a transaction as described in the
succeeding paragraph or an offer for all outstanding shares of Common Stock
which at least a majority of the Board determines to be fair to and
otherwise in the best interests of the Company and its stockholders), (iv)
at any time after July 30, 1997, an Acquiring Person engages in one or more
"self-dealing" transactions as set forth in the Renewed Rights Agreement,
or (v) during such time as there is an Acquiring Person, an event (except
pursuant to a transaction described in the succeeding paragraph) occurs
which results in such Acquiring Person's ownership interest being increased
by more than 1% (e.g. a reverse stock split), each holder of a Right
(subject to certain waiting periods) will thereafter have the right to
receive, upon exercise of such Right (including without limitation payment
of the Purchase Price), Common Stock (or, in certain circumstances, cash,
property or other securities of the Company) having a Current Market Price
equal to two times the Purchase Price of the Right. Notwithstanding the
foregoing, following the occurrence of a Flip-In Event, all Rights that
are, or (under certain circumstances specified in the Renewed Rights
Agreement) were, beneficially owned by any Acquiring Person or an Adverse
Person (or by certain related parties of an Acquiring Person or an Adverse
Person) will be null and void in the circumstances set forth in the Renewed
Rights Agreement. However, Rights will not be exercisable following the
occurrence of any Flip-In Event until such time as the Rights are no longer
redeemable by the Company as set forth below.
In the event (a "Flip-Over Event") that, at any time on or after
the Stock Acquisition Date, (i) the Company shall take part in a merger or
other business combination transaction (with certain exceptions) and the
Company shall not be the surviving entity or (ii) the Company shall take
part in a merger or other business combination transaction (with certain
exceptions) in which all or part of the outstanding shares of Common Stock
are changed or exchanged or (iii) 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 of such Right (including without
limitation payment of the Purchase Price), a number of shares of common
stock of the acquiring company having a Current Market Price equal to two
times the Purchase Price of the Right.
The Purchase Price payable and the number of shares of Preferred
Stock (or the amount of cash, property or other securities) issuable upon
exercise of the Rights are subject to adjustment from time to time to
prevent dilution (i) in the event of a share dividend on, or a subdivision,
split, combination, consolidation or reclassification of, the Preferred
Stock, (ii) if holders of the Preferred Stock are granted certain rights,
options or warrants to subscribe for Preferred Stock or convertible
securities at less than the Current Market Price of the Preferred Stock or
(iii) upon distribution to holders of the Preferred Stock of evidences of
indebtedness or assets (excluding regular periodic 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. The Company is not required to issue fractional shares of
Preferred Stock upon the exercise of any Right or Rights (other than
fractions which are integral multiples of one ten-thousandth of a share of
Preferred Stock). In lieu thereof, a cash payment may be made, as provided
in the Renewed Rights Agreement. The Company may elect to adjust the
number of Rights in lieu of any adjustment in the number of shares of
Preferred Stock (or the amount of cash, property or other securities)
issuable upon exercise of a Right.
At any time until 10 Business Days following the Stock
Acquisition Date (or such specified or unspecified later date as may be
determined by the Board before the Rights cease being redeemable), the
Company may redeem the Rights in whole, but not in part, at a price of $.01
per Right, subject to adjustment, payable, at the option of the Company, in
cash, Common Stock or such other consideration as the Board may deem
appropriate; provided, however, that the Board may not redeem any Rights
following its declaration (in accordance with the terms of the Renewed
Rights Agreement) that a Beneficial Owner of Common Stock of the Company is
an Adverse Person. Immediately upon the effectiveness of the action of the
Board ordering redemption of the Rights, the Rights will terminate and the
only right of the holders of Rights will be to receive the $.01 per Right
redemption price.
Until a Right is exercised, the holder thereof, as such, will
have no rights as a stockholder of the Company, including without
limitation the right to vote or to receive dividends.
The terms of the Rights may be amended by the Board prior to the
Distribution Date. Thereafter, the provisions of the Renewed Rights
Agreement may be amended by the Board only 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 interests of any Acquiring
Person or Adverse Person and certain other related parties of an Acquiring
Person or an Adverse Person) or to shorten or lengthen any time period
under the Renewed Rights Agreement; provided, however, that no amendment to
lengthen the time period governing redemption shall be made at such time as
the Rights are not redeemable.
As of November 30, 1998, there were 310,519,481 shares of Common
Stock outstanding and 362,687 shares of Common Stock in the Company's
treasury. As of November 30, 1998, there were 6,992,328 shares of Common
Stock reserved for issuance under employee benefit plans. Each share of
Common Stock outstanding on the Record Date will receive one Right. As
long as the Rights are attached to the Common Stock, the Company will issue
one Right, subject to adjustment, for each share of Common Stock issued or
transferred from the Company's treasury between the Record Date and the
Distribution Date, and under certain circumstances thereafter, so that all
such shares will have attached Rights. 5,000 shares of Preferred Stock are
initially reserved for issuance upon the exercise of the 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 on an unsolicited basis without conditioning the offer on
either redemption of the Rights or a substantial number of Rights being
acquired. The Rights should not interfere with any merger or other
business combination approved by the Board.
The Renewed Rights Agreement between the Company and the Rights
Agent specifying the terms of the Rights, which includes as Exhibit B the
Form of Rights Certificate, is attached hereto as Exhibit 1 and is
incorporated herein by reference. The foregoing description of the Rights
does not purport to be complete and is qualified in its entirety by
reference to the Exhibit 1.
Item 2. Exhibits.
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1. Form of Renewed Rights Agreement, dated as of July 30, 1997,
between Houghton Mifflin Company and BankBoston, N.A. (which
includes as Exhibit B thereto the form of Rights Certificate)*
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* Incorporated herein by reference to Exhibit 4 to the Registrant's
Quarterly Report on Form 10-Q dated and filed with the Securities
and Exchange Commission on August 12, 1997 (File No. 001-05406).
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, thereto duly
authorized.
HOUGHTON MIFFLIN COMPANY
Dated: December 3, 1998 By /s/ Paul D. Weaver
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Name: Paul D. Weaver
Title: Vice President and
General Counsel
INDEX TO EXHIBITS
Exhibit
No. Exhibits.
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1. Form of Renewed Rights Agreement, dated as of July 30, 1997,
between Houghton Mifflin Company and BankBoston, N.A. (which
includes as Exhibit B thereto the Form of Rights Certificate)*
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* Incorporated herein by reference to Exhibit 4 to the Registrant's
Quarterly Report on Form 10-Q dated and filed with the Securities
and Exchange Commission on August 12, 1997 (File No. 001-05406).
