SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A/A-3
AMENDING FORM 8-A/A-1 DATED DECEMBER 17, 1996
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
PIONEER HI-BRED INTERNATIONAL, INC.
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(Exact name of registrant as specified in its charter
IOWA 42-0470520
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(State of incorporation or organization) (I.R.S. Employer
Identification No.)
400 Locust Street, Suite 800
Des Moines, Iowa 50309
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange on which
Title of each class registered each class is registered
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Preferred Share Purchase Rights New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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Item 1. Description of Securities to be Registered
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On April 6, 1989, the Board of Directors of the Company (the "Board")
authorized and declared a dividend of one common share purchase right (a
"Right") for each share of Common Stock, par value $1.00 per share, of the
Company ("Common Stock") outstanding at the Close of Business (as defined in the
Amended and Restated Rights Agreement) on April 6, 1989 (the "Record Date"),
each Right representing the right to purchase one (subject to adjustment as
provided in the Amended and Restated Rights Agreement) share of Common Stock,
upon the terms and subject to the conditions set forth in the Amended and
Restated Rights Agreement, and has further authorized the issuance of one Right
with respect to each share of Common Stock that shall become outstanding between
the Record Date and the Distribution Date (as defined in the Amended and
Restated Rights Agreement); provided, however, that Rights may be issued with
respect to shares of Common Stock that shall become outstanding after the
Distribution Date and prior to the earlier of the Redemption Date and the Final
Expiration Date in accordance with the provisions of Section 23 of the Amended
and Restated Rights Agreement.
On December 13, 1994, the Board amended and modified, and on December
13, 1996, the Board amended and restated, the terms of the Rights Agreement,
dated as of April 6, 1989, between the Company and the Rights Agent, to, among
other things, modify the Rights so that each Right represents the right to
purchase one one-thousandth of a Preferred Share (as defined in the Amended and
Restated Rights Agreement).
On August 5, 1997, the Board authorized the execution and delivery of
Amendment No. 1 to the Rights Agreement which amended the Amended and Restated
Rights Agreement.
On March 10, 1998, the Board authorized execution and delivery of
Amendment No. 2 which amends the Amended and Restated Rights Agreement as
amended.
Item 2. Exhibits.
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1 Form of Amendment No. 2 dated March 10, 1998 to the Amended
and Restated Rights Agreement, dated December 13, 1996, as
amended, between Pioneer Hi-Bred International, Inc. and
BankBoston N.A. (formally known as The First National Bank
of Boston).
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.
Pioneer Hi-Bred International, Inc.
By: /s/ Charles S. Johnson
Name: Charles S. Johnson
Title: Chairman, President and
Chief Executive Officer
Date: October 12, 1998
2
<PAGE>
EXHIBIT INDEX
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Exhibit Description
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1 Form of Amendment No. 2 dated March 10, 1998 to the Amended
and Restated Rights Agreement, dated December 13, 1996, as
amended, between Pioneer Hi-Bred International, Inc. and
BankBoston N.A. (formally known as The First National Bank
of Boston).
EXHIBIT 1
Form of Rights Agreement Amendment
RIGHTS AGREEMENT AMENDMENT
AMENDMENT NO. 2, dated as of March 10, 1998, to the AMENDED AND RESTATED
RIGHTS AGREEMENT, dated as of December 13, 1996 (the "Amended and Restated
Rights Agreement"), between Pioneer Hi-Bred International, Inc., an Iowa
corporation (the "Company"), and BankBoston N.A. (formally known as The First
National Bank of Boston), a national banking association ("Rights Agent").
On April 6, 1989, the Board of Directors of the Company (the "Board")
authorized and declared a dividend of one common share purchase right (a
"Right") for each share of Common Stock, par value $1.00 per share, of the
Company ("Common Stock") outstanding at the Close of Business (as defined in the
Amended and Restated Rights Agreement) on April 6, 1989 (the "Record Date"),
each Right representing the right to purchase one (subject to adjustment as
provided in the Amended and Restated Rights Agreement) share of Common Stock,
upon the terms and subject to the conditions set forth in the Amended and
Restated Rights Agreement, and has further authorized the issuance of one Right
with respect to each share of Common Stock that shall become outstanding between
the Record Date and the Distribution Date (as defined in the Amended and
Restated Rights Agreement); provided, however, that Rights may be issued with
respect to shares of Common Stock that shall become outstanding after the
Distribution Date and prior to the earlier of the Redemption Date and the Final
Expiration Date in accordance with the provisions of Section 23 of the Amended
and Restated Rights Agreement.
On December 13, 1994, the Board amended and modified, and on December
13, 1996, the Board amended and restated, the terms of the Rights Agreement,
dated as of April 6, 1989, between the Company and the Rights Agent, to, among
other things, modify the Rights so that each Right represents the right to
purchase one one-thousandth of a Preferred Share (as defined in the Amended and
Restated Rights Agreement).
On August 5, 1997, the Board authorized the execution and delivery of
Amendment No. 1 to the Rights Agreement which amended the Amended and Restated
Rights Agreement.
On March 10, 1998, the Board authorized execution and delivery of
Amendment No. 2 which amends the Amended and Restated Rights Agreement as
amended.
Accordingly, in consideration of the premises and the mutual agreements
herein set forth, the parties hereby agree as follows:
SECTION 1. Amendments. The Designation, Preferences and Rights of Series
A Junior Participating Preferred Stock (the "Designation") of the Company as set
forth on Exhibit A to the Amended and Restated Rights Agreement shall be amended
as follows:
Paragraph 1(a) of the Designation shall be amended by deleting in its
entirety and substituting the following language as Paragraph 1(a):
1. Designation and Amount.
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(a) There shall be a series of Preferred Stock of the Corporation
created out of the authorized but unissued shares of the capital stock
of the Corporation, which series shall be designated Series A Junior
Participating Preferred Stock (the "Participating Preferred Stock"), to
consist of six hundred thousand (600,000) shares, without par value.
Paragraphs 2(a) and 2(b) of the Designation shall be amended by deleting
in its entirety and substituting the following language as Paragraphs 2(a) and
2(b):
2. Dividend Rate.
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(a) The holders of shares of Participating Preferred Stock shall be
entitled to receive, when, as and if declared by the Board of Directors
out of funds legally available for the purpose, quarterly dividends
payable in cash on the first day of each November, February, May and
August in each year (each such date being referred to herein as a
"Quarterly Dividend Payment Date"), commencing on the first Quarterly
Dividend Payment Date after the first issuance of a share or fraction of
a share of Participating Preferred Stock, in an amount per share
(rounded to the nearest cent) equal to the greater of (a) $90 or (b)
1,000 times the aggregate per share amount of all cash dividends and
1,000 times the aggregate per share amount (payable in kind) of all
non-cash dividends or other distributions other than a dividend payable
in shares of Common Stock or a subdivision of the outstanding shares of
Common Stock (by reclassification or otherwise), declared on the Common
Stock, par value of One Dollar ($1.00) per share, of the Corporation
(the "Common Stock") since the immediately preceding Quarterly Dividend
Payment Date, or, with respect to the first Quarterly Dividend Payment
Date, since the first issuance of any share or fraction of a share of
Participating Preferred Stock.
(b) On or after the first issuance of any share or fractional share of
Participating Preferred Stock, no dividend on Common Stock shall be
declared unless concurrently therewith a dividend or distribution is
declared on the Participating Preferred Stock as provided in paragraph
(a) above; and the declaration of any such dividend on the Common Stock
shall be expressly conditioned upon payment or declaration of and
provision for a dividend on the Participating Preferred Stock as above
provided. In the event no dividend or distribution shall have been
declared on the Common Stock during the period between any Quarterly
Dividend Payment Date and the next subsequent Quarterly Dividend Payment
Date, a dividend of $90.00 per share on the Participating Preferred
Stock shall nevertheless be payable on such subsequent Quarterly
Dividend Payment Date.
SECTION 2. Effect of Amendment. Except as modified by this Amendment No. 2,
the Amended and Restated Rights Agreement as amended shall remain in full force
and effect.
SECTION 3. Severability. If any term, provision, covenant or restriction of
this Amendment No. 2 is held by a court of competent jurisdiction or other
authority to be invalid, void or unenforceable, the remainder of the terms,
provisions, covenants and restrictions of this Agreement shall remain in full
force and effect and shall in no way be affected, impaired or invalidated.
SECTION 4. Governing Law. This Amendment No. 2 shall be deemed to be a
contract made under the laws of the State of Iowa and for all purposes shall be
governed by and construed in accordance with the laws of such State applicable
to Contracts made and to be performed entirely within such State.
SECTION 5. Counterparts. This Amendment No. 2 may be executed in any number
of counterparts and each of such counterparts shall for all purposes be deemed
to be an original, and all such counterparts shall together constitute but one
and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and attested, all as of the date and year first above written.
PIONEER HI-BRED INTERNATIONAL, INC.
By: ________________________________
Charles S. Johnson, President and CEO
By: ________________________________
Jerry Chicoine, Exec,
Vice President & COO
BANKBOSTON N.A.
The Rights Agent
By: ________________________________
_____________________,___________
Name and Title
