SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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
MALLINCKRODT INC.
(Exact name of registrant as specified in its charter)
New York 36-1263901
(State of incorporation or organization) (IRS Employer Identification No.)
675 McDonnell Boulevard 63134
Saint Louis, Missouri
(Address of principal executive offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of securities registration of a class of securities
pursuant to Section 12(b) of the pursuant to Section 12(g) of the
Exchange Act and is effective Exchange Act and is effective
pursuant to General Instruction pursuant to General Instruction
A.(c), please check the following A.(d), please check the following
box.[X] box.[_]
Securities Act registration statement file number to
which this form relates: -------------------
(If applicable)
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
- ------------------- ------------------------------------
Stock Purchase Rights New York Stock Exchange, Inc.
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Exhibit Index is on Page 4.
<PAGE>
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
On August 12, 1998, the Board of Directors (the "Board") of
Mallinckrodt Inc., a New York corporation (the "Company") authorized the company
to amend its existing Amended and Restated Rights Agreement between the Company
and the Rights Agent, dated as of February 19, 1996 (the "Rights Agreement")
pursuant to the First Amendment, dated as of August 11, 1998 between the Company
and First National Bank of Chicago (the "Rights Agent"). The First Amendment,
among other things, implements a Three-Year Independent Director Evaluation
Rights Plan (the "TIDE Plan"). All capitalized terms herein shall have the
meanings set forth in the Rights Agreement, as amended by the First Amendment.
Pursuant to the First Amendment and the adoption of the TIDE Plan, the
Independent Directors Committee (as defined below) of the Board of Directors of
the Company shall review and evaluate the Rights Agreement in order to consider
whether the maintenance of this Rights Agreement continues to be in the
interests of the Company, its shareholders and any other relevant constituencies
of the Company, at least every three years, or sooner than that any Person shall
have made a proposal to the Company, or taken any such other action, that, if
effective, could cause such Person to become an Acquiring Person under the
Rights Agreement, if a majority of the members of the Independent Directors
Committee shall deem such review and evaluation appropriate after giving due
regard to all relevant circumstances. Following each such review, the
Independent Directors Committee will communicate its conclusions to the full
Board of Directors, including any recommendation in light thereof as to whether
the Rights Agreement should be modified or the Rights should be redeemed. The
Independent Directors Committee shall be comprised of the Directors of the
Company who shall have been determined to be independent by the determination by
the Corporate Governance Committee of the Board, in accordance with criteria
adopted by it.
Pursuant to the First Amendment, the definition of "Acquiring Person"
has also been amended to exclude those Persons who have become the Beneficial
Owner of 20% or more of the outstanding shares of Common Stock but who acquired
Beneficial Ownership of shares of Common Stock without any plan or intention to
seek or affect control of the Company, if such Person promptly divests or enters
into an irrevocable commitment to divest, and thereafter promptly divests
(without exercising or retaining any power, including voting, with respect to
such shares), sufficient shares of Common Stock (or securities convertible into,
exchangeable into or exercisable for Common Stock) so that such Person ceases to
be the Beneficial Owner of 20% or more of the outstanding shares of Common
Stock.
The First Amendment is attached hereto as Exhibit (1) and is
incorporated herein by reference, and the Company's press release in connection
with the adoption of the First Amendment is attached hereto as Exhibit (2) and
is incorporated herein by reference. The foregoing description of the First
Amendment is qualified in its entirety by reference to the First Amendment.
ITEM 2. EXHIBITS.
Exhibit No. Description.
- ----------- ------------
(1) First Amendment dated as of September 2, 1998 (the "First
Amendment) between Mallinckrodt Inc. and The First National
Bank of Chicago as Rights Agent.
(2) Press Release of Mallinckrodt Inc. dated September 2, 1998.
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement
amendment to be signed on its behalf by the undersigned, thereunto duly
authorized.
MALLINCKRODT INC.
By: /s/ Roger A. Keller
----------------------------
Name: Roger A. Keller
Title: Vice-President, Secretary
& General Counsel
Date: September 2, 1998
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
(1) First Amendment, dated as of August 11, 1998 (the "First
Amendment) between Mallinckrodt Inc. and The First
National Bank of Chicago as Rights Agent.
(2) Press Release of Mallinckrodt Inc. dated September 2, 1998.
EXHIBIT 1
FIRST AMENDMENT
FIRST AMENDMENT, dated as of September 2, 1998 to the Amended and
Restated Rights Agreement between Mallinckrodt Inc. (formerly Mallinckrodt Group
Inc.), a New York corporation (the "Company"), and The First National Bank of
Chicago (the "Rights Agent"), dated as of February 19, 1996 (the "Rights
Agreement").
W I T N E S E T H
WHEREAS, the Company and the Rights Agent have heretofore executed and
entered into the Rights Agreement; and
WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company
and the Rights Agent may from time to time supplement or amend the Rights
Agreement in accordance with the provisions of Section 27 thereof; and
NOW THEREFORE, in consideration of the foregoing and the mutual
agreements set forth herein, the Company and the Rights Agent agree as follows:
1. Title and Heading. The title and heading of the Rights Agreement as
it appears on page 1 of the Rights Agreement is hereby amended and restated in
its entirety as follows:
"This Amended and Restated Rights Agreement between Mallinckrodt Inc.
(formerly Mallinckrodt Group Inc.), a New York corporation (the "Company")
and The First National Bank of Chicago (the "Rights Agent"), dated as of
February 19, 1996, and as further amended on September 2, 1998."
2. Amendment to Section 1. Subparagraph (a) in Section 1 of the Rights
Agreement is hereby amended by adding the word "(A)" between the words "include"
and "any" in the proviso thereof and by adding at the beginning of clause (iii)
of such subparagraph (a) the following:
"who shall become the Beneficial Owner of 20% or more of the outstanding
shares of Common Stock but who acquired Beneficial Ownership of shares of
Common Stock without any plan or intention to seek or affect control of the
Company, if such Person promptly divests or enters into an irrevocable
commitment to divest, and thereafter promptly divests (without exercising
or retaining any power, including voting, with respect to such shares),
sufficient shares of Common Stock (or securities convertible into,
exchangeable into or exercisable for Common Stock) so that such Person
ceases to be the Beneficial Owner of 20% or more of the outstanding shares
of Common Stock and (B)"
3. Amendment to Section 26. Section 26 of the Rights Agreement is
hereby amended by adding a new sub-paragraph (c) at the end thereof as follows:
"(c) It is understood that the Independent Directors Committee (as defined
below) of the Board of Directors of the Company shall review and evaluate
this Rights Agreement in order to consider whether the maintenance of this
Rights Agreement continues to be in the interests of the Company, its
shareholders and any other relevant constituencies of the Company, at least
every three years, or sooner than that if any Person shall have made a
proposal to the Company, or taken any such other action, that, if
effective, could cause such Person to become an Acquiring Person hereunder,
if a majority of the members of the Independent Directors Committee shall
deem such review and evaluation appropriate after giving due regard to all
relevant circumstances. Following each such review, the Independent
<PAGE>
Directors Committee will communicate its conclusions to the full Board of
Directors, including any recommendation in light thereof as to whether this
Rights Agreement should be modified or the Rights should be redeemed. The
Independent Directors Committee shall be comprised of the Directors of the
Company who shall have been determined to be independent by the
determination by the Corporate Governance Committee of the Board, in
accordance with criteria adopted by it."
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment
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.
Attest: MALLINCKRODT INC.
By /s/ Joseph A. Wuestner By /s/ Roger A. Keller
---------------------------- --------------------------------
Name: Joseph A. Wuestner Name: Roger A. Keller
Title: Assistant Secretary Title: Vice-President, Secretary
& General Counsel
Attest: THE FIRST NATIONAL BANK
OF CHICAGO
By /s/ Tammie Marshall By /s/ Anita L. Fletcher
---------------------------- --------------------------------
Name: Tammie Marshall Name: Anita L. Fletcher
Title: Account Officer Title: Assistant Vice President
EXHIBIT 2
[MALLINCKRODT LOGO]
News Release
Mallinckrodt Inc.
675 McDonnell Boulevard
St. Louis, Missouri 63042
FOR IMMEDIATE RELEASE
Telephone (314) 654-2000
For more information: Facsimile (314) 654-5381
Media Contacts: Peter Faur, (314) 654-5234
Barbara Abbett, (314) 654-5230
E-mail: [email protected]
Investor Contact: Barbara Gould, (314) 654-3190
E-mail: [email protected]
MALLINCKRODT BOARD ADOPTS CHANGES TO SHAREHOLDER RIGHTS PLAN
ST. LOUIS, Mo., August XX, 1998--Mallinckrodt Inc. (NYSE:MKG) announced today
that its board of directors has amended its shareholder rights plan to create a
Three-Year Independent Director Evaluation (TIDE) plan. The board of directors
took this action in response to approval at the company's 1997 annual
stockholders' meeting of a non-binding shareholder proposal, which recommended
that the board either redeem the existing rights plan or submit the plan to a
binding shareholder vote, and a similar purportedly binding proposal that was
submitted for the 1998 annual meeting, but subsequently withdrawn.
"In adopting the TIDE plan amendments, the board carefully considered the
concerns expressed by our shareholders regarding Mallinckrodt's rights plan,"
said C. Ray Holman, chairman and chief executive officer. The board believes the
TIDE plan addresses the most serious shareholder concern--that the company's
rights plan might be used to the detriment of shareholder interests in the face
of a bona fide offer to acquire the company. Holman added, "The board believes
that the responsiveness to shareholder sentiment reflected by this action is in
keeping with the company's sound corporate governance policies."
-more-
ADD ONE/MALLINCKRODT
The TIDE plan accomplishes this by charging a newly formed committee of
the board, the Independent Directors Committee, with the responsibility for
reviewing the company's rights plan at least every three years and upon the
occurrence of any event that could trigger the provisions of the rights plan.
Holman added that "the purpose of the review is to allow the company's
independent directors to determine periodically whether the rights plan
continues to be in the best interests of the company's shareholders. As
fiduciaries of the shareholders who are free from conflicts of interest that
arise from employment by the company, the Independent Directors Committee can
<PAGE>
ensure that the rights plan is administered in the best interests of all the
company's shareholders and other relevant constituencies."
In addition to adopting the TIDE plan amendments, the board of
directors also announced the company had agreed that on or before the date of
the company's 1999 annual meeting, it will either redeem the rights outstanding
under the company's current rights plan or put the existing rights plan to a
binding shareholder vote. "The board continues to believe that the company's
rights plan is in the best interests of Mallinckrodt's shareholders, because it
enables the board to protect against takeover tactics that can be used to
deprive shareholders of the ability to get a full and fair price for their
shares in the event of a change-in-control transaction," Holman said. In taking
this additional action the board recognizes, however, that some of the company's
shareholders continue to call for the submission of the rights plan to a
shareholder vote. These shareholders include College Retirement Equities Fund
and Amalgamated Bank of New York, the latter of which submitted and, based on
the board's commitments to it described above, withdrew a shareholder proposal
regarding the rights plan to be brought before the company's 1998 annual meeting
of shareholders.
Based in St. Louis, Mo., Mallinckrodt Inc. has three healthcare product
groups - Imaging, Pharmaceuticals and Respiratory. The company operates in more
than 100 countries and had fiscal 1998 net sales of $2.37 billion. The
Mallinckrodt web site address is (www.mallinckrodt.com).
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