FORM 8-A12B/A
AMENDMENT NO. 2
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Morton International, Inc.
(Exact name of registrant as specified in its charter)
Indiana 36-3640053
(State of incorporation or organization) (IRS Employer Identification
No.)
100 North Riverside Plaza, Chicago, Illinois 60606
(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
Preferred Share Purchase Rights New York Stock Exchange
Chicago Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
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Item 1. Description of Securities To Be Registered.
On August 17, 1994, Morton International, Inc. (the
"Company") effected a three-for-one stock split in the form of
a 200% stock distribution to shareholders of record on August
3, 1994. The following description of the Company's preferred
share purchase rights (the "Rights") gives effect to the ad-
justments resulting from such stock split.
In 1989, the Company adopted a Shareholder Rights
Plan and issued one Right with each share of the Company's Com-
mon Stock (the "Common Stock"). Each Right entitles the regis-
tered holder to purchase from the Company one three-hundredth
of a share of Series A Junior Participating Preferred Stock,
$1.00 par value (the "Preferred Shares"), at a price of
$58.33-1/3 per one three-hundredth of a Preferred Share (the
"Purchase Price") subject to adjustment. The terms of the
Rights are set forth in a Rights Agreement (the "Rights Agree-
ment") dated June 12, 1989, between the Company and The First
National Bank of Chicago (the "Rights Agent"), as amended on
January 24, 1991.
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") have acquired bene-
ficial ownership of 20% or more of the outstanding shares of
Common Stock 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 or group 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 20% or more of such outstanding Common Stock (the ear-
lier of such dates being called the "Rights Distribution
Date"), the Rights are evidenced by the Common Stock certifi-
cate.
The Rights Agreement provides that, until the Rights
Distribution Date, the Rights are transferred with and only
with the Common Stock. Until the Rights Distribution Date (or
earlier redemption or expiration of the Rights), new Common
Stock certificates issued after the Distribution Date upon
transfer or new issuance of the Common Stock will contain a
notation incorporating the Rights Agreement by reference. As
soon as practicable following the Rights Distribution Date,
separate certificates evidencing the Rights ("Right Certifi-
cates") will be mailed to holders of record of the Common Stock
as of the close of business on the Rights Distribution Date and
such separate Right Certificates alone will evidence the
Rights.
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The Rights are not exercisable until the Rights Dis-
tribution Date. The Rights will expire on July 1, 1999 (the
"Final Expiration Date"), unless the Final Expiration Date is
extended or unless the Rights are earlier redeemed by the Com-
pany, in each case, as described below.
The Purchase Price payable, and the number of Pre-
ferred Shares or other securities or property issuable, upon
exercise of the Rights will be subject to adjustment from time
to time to prevent dilution (i) in the event of a stock divi-
dend 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 con-
vertible 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 peri-
odic 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
Preferred Shares issuable upon exercise of each Right are also
subject to further adjustment in the event of any additional
stock splits of the Common Stock or a stock dividend on the
Common Stock payable in Common Stock or subdivisions, consoli-
dations or combinations of the Common Stock occurring, in any
such case, prior to the Rights Distribution Date.
Preferred Shares purchasable upon exercise of the
Rights will not be redeemable. Each Preferred Share will be
entitled to a minimum preferential quarterly dividend payment
of $1 per share but will be entitled to an aggregate dividend
of 300 times the dividend declared per share of Common Stock.
In the event of liquidation, the holders of the Preferred
Shares will be entitled to a minimum preferential liquidation
payment of $100 per share but will be entitled to an aggregate
payment of 300 times the payment made per share of Common
Stock. Each Preferred Share will have 300 votes, voting to-
gether with the Common Stock. Finally, in the event of any
merger, consolidation or other transaction in which the Common
Stock is exchanged, each Preferred Share will be entitled to
receive 300 times the amount received per share of Common
Stock. These rights are protected by customary antidilution
provisions.
Because of the nature of the Preferred Shares' divi-
dend, liquidation and voting rights, the value of the one
three-hundredth interest in a Preferred Share purchasable upon
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exercise of each Right should approximate the value of one
share of Common Stock.
In the event that 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 ex-
ercise price of the Right. In the event that any person or
group of affiliated or associated persons becomes the benefi-
cial owner of 20% or more of the outstanding Common Stock, pro-
per provision shall be made so that each holder of a Right,
other than Rights beneficially owned by the Acquiring Person
(which will thereafter be void), will thereafter have the right
to receive upon exercise that number of shares of Common Stock
having a market value of two times the exercise price of the
Right.
At any time after the acquisition by a person or
group of affiliated or associated persons of beneficial owner-
ship of 20% or more of the outstanding Common Stock and prior
to the acquisition by such person or group of 50% or more of
the outstanding Common Stock, 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 share of Common Stock, or one
three-hundredth of a Preferred Share (or of a share of a class
or series of the Company's preferred stock having equivalent
rights, preferences and privileges), per Right (subject to ad-
justment).
With certain exceptions, no adjustment in the Pur-
chase Price will be required until cumulative adjustments re-
quire an adjustment of at least 1% in such Purchase Price. No
fractional Preferred Shares will be issued (other than frac-
tions which are integral multiples of one three-hundredth of a
Preferred Share, which may, at the election of the Company, be
evidenced by depositary receipts) and in lieu thereof, an ad-
justment 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 acquisition by a person or
group of affiliated or associated persons of beneficial owner-
ship of 20% or more of the outstanding Common Stock, the Board
of Directors of the Company may redeem the Rights in whole, but
not in part, at a price of 1/3 cents per Right (the "Redemption
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Price"), subject to adjustment. 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, including an amendment to lower certain thresh-
olds described above to not less than the greater of (i) a
percentage greater than the largest percentage of the outstand-
ing Common Stock then known to the Company to be beneficially
owned by any person or group of affiliated or associated per-
sons and (ii) 15%, except that from and after such time as any
person becomes an Acquiring Person no such amendment may ad-
versely affect the interests of the holders of the Rights.
Until a Right is exercised, the holder thereof, as
such, will have no rights as a stockholder of the Company, in-
cluding, without limitation, the right to vote or to receive
dividends.
The Rights will have certain anti-takeover effects.
The Rights will cause substantial dilution to a person or group
that attempts to acquire the Company on terms not approved by
the Company's Board, except pursuant to an offer conditioned on
a substantial number of Rights being acquired. The Rights
should not interfere with any merger or other business combi-
nation approved by the Company's Board since the Rights may be
redeemed by the Company at the Redemption Price prior to the
time that a person or group has acquired beneficial ownership
of 20% or more of the Company's Common Stock.
The Rights Agreement, the Amendment to the Rights
Agreement and the Certificate of Adjustment relating to the
recent stock split are filed as exhibits and are incorporated
herein by reference. The foregoing description of the Rights
is qualified by reference to such exhibits.
Item 2. Exhibits.
The following items are filed as exhibits to the Reg-
istration Statement:
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Exhibit No. Description of Document Location
1. Rights Agreement (the "Rights Agree- Original Filing
ment") dated as of June 12, 1989, on Form 8-A
between Morton International, Inc.
and The First National Bank of Chi-
cago, as Rights Agent.
2. Amendment to the Rights Agreement Amendment No. 1
dated as of January 24, 1991. to Form 8-A
3. Certificate of Adjustment to the Filed herewith
Rights Agreement. electronically
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SIGNATURE
Pursuant to the requirements of the Securities Ex-
change Act of 1934, the registrant has duly caused this amend-
ment to be signed on its behalf by the undersigned, thereunto
duly authorized.
Dated: August 11, 1994
MORTON INTERNATIONAL, INC.
By: /s/ P. Michael Phelps
Name: P. Michael Phelps
Title: Vice President and
Secretary
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Exhibit 3
Certificate
This is to certify to The First National Bank of
Chicago, pursuant to Section 12 of the Rights Agreement (the
"Agreement") dated as of June 12, 1989, as amended January 24,
1991, between Morton International, Inc. (the "Company") and
The First National Bank of Chicago, Rights Agent, as follows:
1. On June 23, 1994, the Company's Board of
Directors announced a three-for-one stock split of the out-
standing shares of Common Stock effective August 3, 1994 in the
form of a 200% stock dividend. A true and complete copy of
such Board resolutions is attached.
2. As a result of this action by the Board, effec-
tive at the close of business on August 3, 1994: (i) in accor-
dance with Section 11(n) of the Agreement, the number of fully
paid and nonassessable shares of Series A Junior Participating
Preferred Stock, par value $1.00 per share (the "Preferred
Shares"), which may be purchased by the holder of each Right
that has been or will be issued under the Agreement, upon the
proper exercise of same, will be one three-hundredth of a Pre-
ferred Share, at a Purchase Price of Fifty Eight Dollars and
Thirty-Three and One-Third Cents per one three-hundredth of a
Preferred Share, and (ii) in accordance with Section 23 of the
Agreement, the Redemption Price of each Right will be One-Third
of a Cent per Right.
Dated: August 4, 1994 MORTON INTERNATIONAL, INC.
By: /s/ P. Michael Phelps
P. Michael Phelps
Vice President and Secretary
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CERTIFICATION
I, P. Michael Phelps, Vice President and Secretary of
Morton International, Inc., an Indiana corporation (the "Com-
pany"), hereby certify that the resolutions set forth below
were duly adopted on June 23, 1994 by the Board of Directors of
the Company; and that said resolutions have not been further
amended or revised in any manner, and are in full force and
effect at the date hereof:
RESOLVED, that 1) a 3-for-1 stock split is hereby
declared on the Company common stock to be
effected in the form of a 200% stock dividend,
consisting of a distribution on August 17, 1994,
of two shares of said stock for each one share
held by shareholders of record at the close of
business on August 3, 1994, together with a
corresponding adjustment in the number of such
shares reserved for future issuance under the
Company's stock incentive plan; and 2) the
appropriate Company officers are authorized, on
behalf of the Company, to execute and deliver
such documents and take such further action as
they may deem necessary or advisable to implement
said stock dividend, including, without
limitation, filing listing applications covering
the additional shares of said stock with the New
York and Chicago Stock Exchanges, filing a
certificate of adjustment with the Rights Agent
for the Company's Shareholder Rights Plan and a
Form 8-A/A with the Securities and Exchange
Commission reflecting the adjustments in the
Company's preferred share purchase rights and
authorizing the appointment of First Chicago
Trust Company of New York as transfer agent,
dividend disbursing agent and registrar for said
additional shares and accompanying rights.
RESOLVED, that the distribution referred to in
the foregoing resolution shall be accounted for
by transferring from the Company's Retained
Earnings Account to the Company's Common Stock
Account the sum of one dollar ($1.00) for each
share of common stock so distributed.
/s/ P. Michael Phelps
P. Michael Phelps
August 4, 1994
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