SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
October 7, 1999 1-1225
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Date of Report (Date of Earliest (Commission File Number)
Event Reported)
AMERICAN HOME PRODUCTS CORPORATION
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(Exact name of the registrant as specified in its charter
Delaware 13-2526821
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(State of incorporation or (IRS Employer Identification No.)
organization)
Five Giralda Farms, Madison, NJ 07940
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(Address of principal executive (Zip Code)
offices)
(973) 660-5000
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(Registrant's Telephone Number, Including Area Code)
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ITEM 5. OTHER EVENTS.
On October 7, 1999, the Board of Directors of American Home
Products Corporation (the "Company") declared a dividend of one preferred
share purchase right (a "Right") for each outstanding share of common stock,
par value $.33-1/3 per share (the "Common Shares") outstanding on October 18,
1999 (the "Record Date") to the stockholders of record on that date. Each
Right entitles the registered holder, under certain circumstances and upon
the occurrence of certain events, to purchase from the Company one
one-thousandth of a share of Series A Junior Participating Preferred Stock,
par value $2.50 per share (the "Preferred Shares"), of the Company, at an
exercise price of $225.00 per one one-thousandth of a Preferred Share (the
"Purchase Price"), subject to adjustment. The description and terms of the
Rights are set forth in a Rights Agreement (the "Rights Agreement") between
the Company and ChaseMellon Shareholder Services, L.L.C., as Rights Agents
(the "Rights Agent").
Until the earlier to occur of (i) 10 days following a public
announcement that a person or group of affiliated or associated persons (an
"Acquiring Person") has acquired beneficial ownership of 15% or more of the
outstanding Common Shares or (ii) 10 business days (or such later date as may
be determined by action of the Board of Directors prior to such time as any
Person becomes an Acquiring Person) following the commencement of, or
announcement of an intention to make, a tender offer or exchange offer the
consummation of which would result in the beneficial ownership by a person or
group of 15% or more of such outstanding Common Shares (the earlier of such
dates being called the "Distribution Date"), the Rights will be evidenced,
with respect to any of the Common Shares outstanding as of the Record Date
that are represented by certificates, by such Common Share certificate with a
copy attached thereto, of the summary of rights (the "Summary of Rights")
attached as Exhibit C to the Rights Agreement and incorporated herein by
reference hereto. The Rights will be evidenced, with respect to Common Shares
outstanding as of the Record Date that are uncertificated, by the
registration by the Company or its agent of the attachment of the Summary of
Rights of the holders of such shares as the registered owner of such Rights and
shares together with a copy of the Summary of Rights attached thereto.
The Rights Agreement provides that, until the Distribution
Date, the Rights will be transferred with and only with the Common Shares.
Until the Distribution Date (or earlier redemption or expiration of the
Rights), new Common Share certificates issued after the Record Date or upon
transfer or new issuance of Common Shares will contain a notation
incorporating the Rights Agreement by reference. Until the Distribution Date
(or earlier redemption or expiration of the Rights), the Company will send,
with respect to Common Shares that are uncertificated and issued after the
Record Date or upon transfer or new issuance of Common Shares, notice
incorporating the Rights Agreement by reference. Until the Distribution Date
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(or earlier redemption or expiration of the Rights), the surrender for
transfer of any certificates for Common Shares or the transfer of any
uncertificated shares outstanding as of the Record Date, even without such
notation or a copy of the Summary of Rights being attached thereto, will also
constitute the transfer of the Rights associated with the Common Shares
represented by such certificate or so transferred. As soon as practicable
following the Distribution Date, if any, separate certificates evidencing the
Rights ("Right Certificates") will be mailed to holders of record of the
Common Shares as of the Close of Business on the Distribution Date and
thereafter such separate Right Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date. The
Rights will expire on October 7, 2009 (the "Final Expiration Date"), unless
the Final Expiration Date is extended or unless the Rights are earlier
redeemed by the Company, in each case, as described below.
The Purchase Price payable, and the number of Preferred Shares or
other securities or property issuable, upon exercise of the Rights event
are subject to adjustment from time to time to prevent dilution (i) in the
of a stock dividend on, or a subdivision, combination or reclassification
of, the Preferred Shares, (ii) upon the grant to holders of the Preferred
Shares of certain rights or warrants to subscribe for or purchase Preferred
Shares at a price, or securities convertible into Preferred Shares with a
conversion price, less than the then current market price of the Preferred
Shares or (iii) upon the distribution to holders of the Preferred Shares
of evidences of indebtedness or assets (excluding regular periodic cash
dividends paid out of earnings or retained earnings or dividends payable
in Preferred Shares) or of subscription rights or warrants (other than those
referred to above).
The number of outstanding Rights and the number of one
one-thousandths of a Preferred Share issuable upon exercise of each Right are
also subject to adjustment in the event of a stock split of the Common Shares
or a stock dividend on the Common Shares payable in Common Shares or
subdivisions, consolidations or combinations of the Common Shares occurring,
in any such case, prior to the Distribution Date.
Preferred Shares purchasable upon exercise of the Rights will not
be redeemable. Each Preferred Share will be entitled to a quarterly
dividend payment of 1000 times the dividend declared per Common Share. In
the event of liquidation, the holders of the Preferred Shares will be
entitled to an aggregate payment of 1000 times the aggregate payment made per
Common Share. Each Preferred Share will have 1000 votes, voting together
with the Common Shares. In the event of any merger, consolidation or other
transaction in which Common Shares are exchanged, each Preferred Share will
be entitled to receive 1000 times the amount received per Common Share.
These rights are protected by customary antidilution provisions.
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Because of the nature of the Preferred Shares' dividend, liquidation
and voting rights, the value of the one one-thousandth interest in a
Preferred Share purchasable upon exercise of each Right should approximate
the value of one Common Share.
From and after the occurrence of an event described in Section
11(a)(ii) of the Rights Agreement, if the Rights evidenced by the Right
Certificate are or were at any time on or after the earlier of (x) the
date of such event and (y) the Distribution Date (as such term is defined in
the Rights Agreement) acquired or beneficially owned by an Acquiring Person
or an Associate or Affiliate of an Acquiring Person (as such terms are
defined in the Rights Agreement), such Rights shall become void, and any
holder of such Rights shall thereafter have no right to exercise such Rights.
In the event that, at any time after a Person becomes an
Acquiring Person, the Company is acquired in a merger or other business
combination transaction or 50% or more of its consolidated assets or earning
power are sold, proper provision will be made so that each holder of a Right
will thereafter have the right to receive, upon the exercise thereof at the
then current exercise price of the Right, that number of shares of common
stock of the acquiring company which at the time of such transaction will
have a market value of two times the exercise price of the Right. Unless the
Board acts otherwise, in the event that any person becomes an Acquiring
Person, proper provision shall be made so that each holder of a Right, other
than Rights beneficially owned by the Acquiring Person and its Affiliates and
Associates (which will thereafter be void), will thereafter have the right to
receive upon exercise that number of Common Shares having a market value of
two times the exercise price of the Right. If the Company does not have
sufficient Common Shares to satisfy such obligation to issue Common Shares,
or if the Board of Directors so elects, the Company shall deliver upon
payment of the exercise price of a Right an amount of cash or securities
equivalent in value to the Common Shares issuable upon exercise of a Right;
provided that, if the Company fails to meet such obligation within 30 days
following the later of (x) the first occurrence of an event triggering the
right to purchase Common Shares and (y) the date on which the Company's right
to redeem the Rights expires, the Company must deliver, upon exercise of a
Right but without requiring payment of the exercise price then in effect,
Common Shares (to the extent available) and cash equal in value to the
difference between the value of the Common Shares otherwise issuable upon the
exercise of a Right and the exercise price then in effect. The Board of
Directors may extend the 30-day period described above for up to an
additional 60 days to permit the taking of action that may be necessary to
authorize sufficient additional Common Shares to permit the issuance of
Common Shares upon the exercise in full of the Rights.
At any time after any Person becomes an Acquiring Person and
prior to the acquisition by any person or group of a majority of the
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outstanding Common Shares, the Board of Directors of the Company may exchange
the Rights (other than Rights owned by such person or group which have become
void), in whole or in part, at an exchange ratio of one Common Share per
Right (subject to adjustment).
With certain exceptions, no adjustment in the Purchase Price
will be required until cumulative adjustments require an adjustment of at
least 1% in such Purchase Price. No fractional Preferred Shares will be
issued (other than fractions which are integral multiples of one
one-thousandth of a Preferred Share, which may, at the election of the
Company, be evidenced by depositary receipts) and in lieu thereof, an
adjustment in cash will be made based on the market price of the Preferred
Shares on the last trading day prior to the date of exercise.
At any time prior to the time any Person becomes an Acquiring
Person, the Board of Directors of the Company may redeem the Rights
in whole, but not in part, at a price of $0.01 per Right (the "Redemption
Price"). The redemption of the Rights may be made effective at such time, on
such basis and with such conditions as the Board of Directors in its sole
discretion may establish. Immediately upon any redemption of the Rights, the
right to exercise the Rights will terminate and the only right of the holders
of Rights will be to receive the Redemption Price.
The terms of the Rights may be amended by the Board of Directors
of the Company without the consent of the holders of the Rights, except
that from and after such time as any person becomes an Acquiring Person no
such amendment may adversely affect the interests of the holders of the
Rights (other than the Acquiring Person and its Affiliates and Associates).
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.
A copy of the Rights Agreement has been filed with the Securities
and Exchange Commission as an Exhibit to a Registration Statement on
Form 8-A. A copy of the Rights Agreement is available free of charge from
the Company. This summary description of the Rights does not purport to be
complete and is qualified in its entirety by reference to the Rights
Agreement, which is incorporated herein by reference.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA INFORMATION AND EXHIBITS
(c) Exhibits.
4.1 Rights Agreement dated as of October 13, 1999 between
American Home Products Corporation and ChaseMellon
Shareholder Services, L.L.C., as Rights Agent (incorporated
by reference to American Home Products Corporation Form 8-A
filed with the Securities and Exchange Commission on
October 14, 1999).
4.2 Certificate of Designation of American Home Products
Corporation, dated as of October 13, 1999
(incorporated by reference to American Home Products
Corporation Form 8-A filed with the Securities and Exchange
Commission on October 14, 1999).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
American Home Products Corporation has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
AMERICAN HOME PRODUCTS CORPORATION
By: /s/ Paul J. Jones
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Vice President and Comptroller
(Duly Authorized Signatory and
Chief Accounting Officer)
Date: October 14, 1999
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