SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
H. F. Ahmanson & Company
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 95-0479700
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(State of Incorporation or Organization) (I.R.S. Employer
Identification no.)
4900 Rivergrade Road, Irwindale, California 91706
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(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 pursuant Exchange Act and is effective pursuant
to General Instruction A.(c), please to General Instruction A.(d), please
check the following box. [x] check the following box. [ ]
Securities Act registration statement file number to which N/A
this form relates: ---------------
(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of Each Exchange on Which Each
Title of Each Class to be so Registered Class is to be Registered
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Preferred Stock Purchase Rights New York Stock Exchange
Pacific Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
Not applicable
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(Title of Class)
<PAGE>
Item 1. Description of Registrant's Securities to be Registered.
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On November 7, 1997, the Board of Directors of H. F. Ahmanson & Company
(the "Company") declared a dividend of one preferred share purchase right (a
"Right") for each outstanding share of common stock, par value $.01 per share,
of the Company (the "Common Stock"). The dividend is payable on December 3,
1997 to stockholders of record on November 17, 1997 (the "Record Date"). Each
Right entitles the registered holder to purchase from the Company one
one-thousandth of a share of Series A Junior Participating Preferred Stock, par
value $.01 per share, of the Company (the "Preferred Stock") at a price of $240
per one one-thousandth of a share of Preferred Stock (the "Purchase Price"),
subject to adjustment. The description and terms of the Rights are set forth in
a Rights Agreement dated as of November 7, 1997, as the same may be amended from
time to time (the "Rights Agreement"), between the Company and First Chicago
Trust Company of New York, as Rights Agent (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 (with certain
exceptions, an "Acquiring Person") has acquired beneficial ownership of 15% 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 of affiliated persons 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 the outstanding
shares of Common Stock (the earlier of such dates being called the "Distribution
Date"), the Rights will be evidenced, with respect to any of the Common Stock
certificates outstanding as of the Record Date, by such Common Stock certificate
together with a copy of this Summary of Rights.
The Rights Agreement provides that, until the Distribution Date (or
earlier expiration of the Rights), the Rights will be transferred with and only
with the Common Stock. Until the Distribution Date (or earlier expiration of
the Rights), new Common Stock certificates issued after the Record Date upon
transfer or new issuances of Common Stock will contain a notation incorporating
the Rights Agreement by reference. Until the Distribution Date (or earlier
expiration of the Rights), the surrender for transfer of any certificates for
shares of Common Stock outstanding as of the Record Date, even without such
notation or a copy of this Summary of Rights, will also constitute the transfer
of the Rights associated with the shares of Common Stock represented by such
certificate. As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights ("Right Certificates") will be mailed to
holders of record of the Common Stock as of the close of business on the
Distribution Date and such separate Right Certificates alone will evidence the
Rights.
The Rights are not exercisable until the Distribution Date. The Rights
will expire on November 6, 2007 (the "Final Expiration Date"), unless the Final
Expiration Date is advanced or extended or unless the Rights are earlier
redeemed or exchanged by the Company, in each case as described below.
The Purchase Price payable, and the number of shares of Preferred Stock or
other securities or property issuable, upon exercise of the Rights is subject to
adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the Preferred
Stock, (ii) upon the grant to holders of the Preferred Stock of certain rights
or warrants to subscribe for or purchase Preferred Stock at a price, or
securities convertible into Preferred Stock with a conversion price, less than
the then-current market price of the Preferred Stock or (iii) upon the
distribution to holders of the Preferred Stock of evidences of indebtedness or
assets (excluding regular periodic cash dividends or dividends payable in
Preferred Stock) or of subscription rights or warrants (other than those
referred to above).
<PAGE>
The number of outstanding Rights is subject to adjustment in the event of
a stock dividend on the Common Stock payable in shares of Common Stock or
subdivisions, consolidations or combinations of the Common Stock occurring, in
any such case, prior to the Distribution Date.
Shares of Preferred Stock purchasable upon exercise of the Rights will not
be redeemable. Each share of Preferred Stock will be entitled, when, as and if
declared, to a minimum preferential quarterly dividend payment of $10 per share
but will be entitled to an aggregate dividend of 1000 times the dividend
declared per share of Common Stock. In the event of liquidation, dissolution or
winding up of the Company, the holders of the Preferred Stock will be entitled
to a minimum preferential payment of $1000 per share (plus any accrued but
unpaid dividends) but will be entitled to an aggregate payment of 1000 times the
payment made per share of Common Stock. Each share of Preferred Stock will have
1000 votes, voting together with the Common Stock. Finally, in the event of any
merger, consolidation or other transaction in which outstanding shares of Common
Stock are converted or exchanged, each share of Preferred Stock will be entitled
to receive 1000 times the amount received per share of Common Stock. These
rights are protected by customary antidilution provisions.
Because of the nature of the Preferred Stock's dividend, liquidation and
voting rights, the value of the one one-thousandth interest in a share of
Preferred Stock purchasable upon exercise of each Right should approximate the
value of one share of Common Stock.
In the event that any person or group of affiliated or associated persons
becomes an Acquiring Person, each holder of a Right, other than Rights
beneficially owned by the Acquiring Person (which will thereupon become void),
will thereafter have the right to receive upon exercise of a Right that number
of shares of Common Stock having a market value of two times the exercise price
of the Right.
In the event that, after a person or group has become 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
provisions will be made so that each holder of a Right (other than Rights
beneficially owned by an Acquiring Person which will have become void) will
thereafter have the right to receive upon the exercise of a Right that number of
shares of common stock of the person with whom the Company has engaged in the
foregoing transaction (or its parent) that at the time of such transaction have
a market value of two times the exercise price of the Right.
At any time after any person or group becomes an Acquiring Person and
prior to the earlier of one of the events described in the previous paragraph or
the acquisition by such Acquiring Person of 50% or more of the outstanding
shares of Common Stock, the Board of Directors of the Company may exchange the
Rights (other than Rights owned by such Acquiring Person which will have become
void), in whole or in part, for shares of Common Stock or Preferred Stock (or a
series of the Company's preferred stock having equivalent rights, preferences
and privileges), at an exchange ratio of one share of Common Stock, or a
fractional share of Preferred Stock (or other preferred stock) equivalent in
value thereto, per Right.
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 shares of Preferred Stock or Common Stock
will be issued (other than fractions of Preferred Stock which are integral
multiples of one one-thousandth of a share of Preferred Stock, 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 current market price of
the Preferred Stock or the Common Stock.
At any time prior to the time an Acquiring Person becomes such, the
Independent Directors of the Company (as defined) may redeem the Rights in
whole, but not in part, at a price of $.01 per Right (the "Redemption Price"),
<PAGE>
payable, at the option of the Company, in cash, shares of Common Stock or such
other form of consideration as the Board of Directors of the Company shall
determine. The redemption of the Rights may be made effective at such time, on
such basis and with such conditions as the Independent Directors in their 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.
For so long as the Rights are then redeemable, the Company may, with the
concurrence of the Independent Directors, except with respect to the Redemption
Price, amend the Rights Agreement in any manner. After the Rights are no longer
redeemable, the Company may, except with respect to the Redemption Price, amend
the Rights Agreement in any manner that does not adversely affect the interests
of holders of the Rights.
The form of Rights Agreement between the Company and the Rights Agent
specifying the terms of the Rights, which includes as Exhibit A the form of
Amended and Restated Certificate of Designations of Series A Preferred Stock of
the Company, as Exhibit B the form of Right Certificate and as Exhibit C the
form of Summary of Rights to Purchase Preferred Stock, and a press release
issued by the Company on November 7, 1997 with respect to the Rights, are
attached hereto as exhibits and incorporated herein by reference. The foregoing
description of the Rights is qualified by reference to such exhibits.
<PAGE>
Item 2. Exhibits.
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1. Rights Agreement, dated November 7, 1997, between H. F. Ahmanson &
Company and First Chicago Trust Company of New York, as Rights Agent, together
with the following exhibits thereto: Exhibit A-Form of Amended and Restated
Certificate of Designation of Series A Junior Participating Preferred Stock of
H. F. Ahmanson & Company; Exhibit B-Form of Right Certificate; Exhibit C-Summary
of Rights to Purchase Shares of Preferred Stock of H. F. Ahmanson & Company.
(Incorporated by reference to Exhibit 4 to Form 8-K reporting event on November
7, 1997).
2. Press Release, dated November 7, 1997.
<PAGE>
SIGNATURES
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, hereunto duly authorized.
Date: November 26, 1997
H. F. AHMANSON & COMPANY
/s/ Tim S. Glassett
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By: Tim S. Glassett
First Vice President and
Assistant General Counsel
EXHIBIT 99.2
[H. F. Ahmanson & Company press release letterhead]
FOR IMMEDIATE RELEASE CONTACTS:
- --------------------- Media: Mary Trigg
(626) 814-7922
Investor: Steve Swartz
(626) 814-7986
H. F. AHMANSON & COMPANY ADOPTS NEW STOCKHOLDER
RIGHTS PLAN AND AMENDS BY-LAWS
IRWINDALE, CA, November 7, 1997 -- H. F. Ahmanson & Company (NYSE:AHM),
parent company of Home Savings of America, today announced that its board of
directors adopted a new Stockholder Rights Plan as well as amendments to its By-
laws. Ahmanson's former Stockholder Rights Plan, which was originally adopted
in 1988 and was scheduled to expire during 1998, will be terminated upon the
effectiveness of the new Stockholder Rights Plan. The new Stockholder Rights
Plan has a ten-year term and makes certain changes updating the former plan.
As with the former plan, the new Stockholders Rights Plan is designed to
protect Ahmanson stockholders against coercive or unfair takeover tactics and to
prevent an acquiror from obtaining control of the company without offering a
fair and equal price to all stockholders. The action was taken by the board of
directors in response to general industry and market conditions and not in
response to any known effort to acquire control of Ahmanson.
The rights will be distributed as a dividend to stockholders of record at
the close of business on November 17, 1997.
H. F. Ahmanson & Company, with assets of more than $46 billion, is the
parent company of Home Savings of America, one of the nation's largest full-
service consumer and small business banks. It operated 371 financial service
centers in three states and 125 mortgage lending offices in nine states.
