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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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
FHP International Corporation
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(Exact name of registrant as specified in its charter)
Delaware 33-0072502
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(State of incorporation or organization) (IRS Employer
Identification No.)
3120 Lake Center Drive, Santa Ana, California 92704
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(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
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None None
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A(c)(1) please check the
following box. / /
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A(c)(2) please check the following box. / /
Securities to be registered pursuant to Section 12(g) of the Act:
Rights to Purchase Common Stock
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(Title of Class)
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EXPLANATORY NOTE
FHP International Corporation, a Delaware corporation (the
"Registrant"), PacifiCare Health Systems, Inc., a Delaware corporation
("PHS"), N-T Holdings, Inc., a Delaware corporation ("New PacifiCare"),
Neptune Merger Corp., a Delaware corporation and a wholly-owned subsidiary of
New PacifiCare ("PacifiCare Merger Sub"), and Tree Acquisition Corp., a
Delaware corporation and a wholly-owned subsidiary of New PacifiCare ("FHP
Merger Sub"), entered into an Amended and Restated Agreement and Plan of
Reorganization dated as of November 11, 1996 (the "Merger Agreement")
providing for, among other things, the acquisition by New PacifiCare of all
the stock of the Registrant by merger of the Registrant with FHP Merger Sub
(such acquisition and all other transactions contemplated pursuant to the
Merger Agreement being referred to hereinafter as the "Transaction").
Effective as of December 31, 1996, the Registrant executed the First
Amendment (the "Rights Amendment") to the Amended and Restated Rights Agreement,
dated as of March 28, 1994 (as amended from time to time, the "Amended and
Restated Rights Agreement"), between the Registrant and American Stock Transfer
& Trust Company, a New York banking corporation, as the Rights Agent (the
"Rights Agent"). The Rights Amendment provides that (i) neither PHS, New
PacifiCare, PacifiCare Merger Sub nor FHP Merger Sub shall be deemed an
"Acquiring Person" solely by virtue of (a) the approval, execution or delivery
of the Merger Agreement, or (b) the consummation of the Mergers (as defined in
the Merger Agreement) pursuant to the Merger Agreement, and (ii) all Rights (as
defined in the Amended and Restated Rights Agreement) shall be deemed canceled
and of no further force and effect simultaneously with the cancellation of
shares of common stock, par value $.05 per share ("Common Shares") of the
Registrant (in respect of which such Rights were issued) upon consummation of
the Transaction. A description of the Rights, as amended, follows.
Item 1. Description of Securities To Be Registered.
On March 11, 1994, the Board of Directors of the Registrant approved
the Amended and Restated Rights Agreement. The Amended and Restated Rights
Agreement amends and restates the terms of the Rights Agreement, dated as of
June 8, 1990, by and between the Registrant and the Rights Agent (the "Old
Rights Agreement") and of the Rights issued by the Registrant as a dividend to
stockholders of record at the close of business on June 20, 1990 (the "Rights
Record Date"). Pursuant to the Amended and Restated Rights Agreement, each
Right entitles the registered holder to purchase from the Registrant one-fourth
of a Common Share at a
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price of $80 per full Common Share ($20 per one-fourth Common Share) (the
"Exercise Price"), subject to adjustment.
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 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
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 Common Shares
(the earlier of such dates being called the "Distribution Date"), the Rights
will be evidenced, with respect to any of the Common Share certificates
outstanding as of the Record Date, by such Common Share certificates with a copy
of the Summary of Rights included as Exhibit A of the Old Rights Agreement
attached thereto. Notwithstanding anything to the contrary set forth in the
Amended and Restated Rights Agreement, neither PHS, New PacifiCare, PacifiCare
Merger Sub nor FHP Merger Sub shall be deemed an Acquiring Person solely by
virtue of (a) the approval, execution or delivery of the Merger Agreement, or
(b) the consummation of the Mergers (as defined in the Merger Agreement)
pursuant to the Merger Agreement.
The Amended and Restated 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 upon
transfer or new issuance of Common Shares will contain a notation incorporating
the Amended and Restated Rights Agreement by reference. Until the Distribution
Date (or earlier redemption or expiration of the Rights), the surrender for
transfer of any certificates for Common Shares in respect of which Rights have
been issued will also constitute the transfer of the Rights associated with the
Common Shares represented by such certificates. As soon as practicable
following the Distribution Date, separate certificates evidencing the Rights
(the "Right Certificates") will be mailed to holders of record of the Common
Shares as of the close of business on the Distribution Date and such separate
Right Certificates alone will evidence the Rights.
No Right is exercisable at any time prior to the Distribution Date.
The Rights will expire at the close of business on June 29, 2000 (the "Final
Expiration Date") unless earlier redeemed or exchanged by the Registrant as
described below. Until a Right is exercised, the holder thereof, as such,
will have no rights as a
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stockholder of the Registrant, including without limitation the right to vote
or to receive dividends.
The Purchase Price payable, and the number of Common Shares or other
securities issuable, upon exercise of the Rights are 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 Common Shares, (ii) upon
the grant to holders of the Common Shares of certain rights or warrants to
subscribe for a purchase of Common Shares at a price, or securities convertible
into Common Shares with a conversion price, less than the then current market
price of the Common Shares or (iii) upon the distribution to holders of the
Common Shares of evidences of indebtedness or cash (excluding regular periodic
cash dividends), assets, stock (excluding dividends payable in Common Shares) or
of subscription rights or warrants (other than those referred to above).
In the event that the Registrant is acquired in a merger or other
business combination transaction or 50% or more of its consolidated assets or
earning power are sold after a person or group has become an Acquiring Person,
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. In the event that any person or
group of affiliated or associated persons 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 (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.
At any time after any person or group becomes an Acquiring Person and
prior to the acquisition by such person or group of 50% or more of the
outstanding Common Shares, the Board of Directors of the Registrant may exchange
the Rights (other than Rights owned by such person or group which will 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 in the Purchase
Price of at least 1%. The Registrant is not required to issue fractional Common
Shares or other securities issuable upon the exercise of Rights. In lieu of
issuing such securities, the
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Registrant may make a cash payment, as provided in the Amended and Restated
Rights Agreement.
At any time prior to the acquisition by a person or group of
affiliated or associated persons of beneficial ownership of 15% or more of the
outstanding Common Shares, the Board of Directors of the Registrant may redeem
the Rights in whole, but not in part, at a price of $.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 Registrant without the consent of the holders of the Rights, including an
amendment to lower certain thresholds described above to not less than the
greater of (i) the sum of .001% and the largest percentage of the outstanding
Common Shares then known to the Registrant to be beneficially owned by any
person or group of affiliated or associated persons and (ii) 10%, except that
from and after such time as any person or group of affiliated or associated
persons becomes an Acquiring Person no such amendment may adversely affect the
interests of the holders of the Rights.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the
Registrant on terms not approved by the Registrant's Board of Directors, 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
combination approved by the Board of Directors since the Rights may be redeemed
by the Registrant at the Redemption Price prior to the time that a person or
group has become an Acquiring Person.
The foregoing description of the Amended and Restated Rights Agreement
is incomplete and is qualified in its entirety by reference to the full text of
the Amended and Restated Rights Agreement and the Rights Amendment, which are
exhibits to this registration statement and are incorporated herein by
reference.
Item 2. Exhibits.
1. Amended and Restated Rights Agreement, dated as of March 28, 1994,
between the Registrant and American Stock Transfer & Trust Company, as
Rights Agent, which includes the form of Right Certificate as
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Exhibit A (incorporated by reference to the Registrant's Form 8-A/A
filed on April 5, 1994). Pursuant to the Amended and Restated Rights
Agreement, printed Right Certificates will not be mailed until as soon
as practicable after the earlier of the tenth day after public
announcement that a person or group has become an Acquiring Person or
the tenth business day (or such later date as may be determined by
action of the Board of Directors) after a person commences, or
announces its intention to commence, a tender offer or exchange offer
the consummation of which would result in a person or group becoming
an Acquiring Person.
2. First Amendment to Amended and Restated Rights Agreement, dated as of
December 31, 1996, between the Registrant and American Stock Transfer
& Trust Company, as Rights Agent.
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, thereunto duly authorized.
Dated: December 31, 1996
FHP INTERNATIONAL CORPORATION
By: /s/ Michael J. Weinstock
Name: Michael J. Weinstock
Title: Secretary
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Exhibit 2
FIRST AMENDMENT TO
AMENDED AND RESTATED RIGHTS AGREEMENT
THIS FIRST AMENDMENT TO AMENDED AND RESTATED RIGHTS AGREEMENT (the
"Amendment"), is made and entered into as of December 31, 1996, by and between
FHP INTERNATIONAL CORPORATION, a Delaware corporation (the "Company"), and
AMERICAN STOCK TRANSFER & TRUST COMPANY, a New York banking corporation, as
Rights Agent (the "Rights Agent").
Recitals
A. The Company and the Rights Agent are parties to an Amended and Restated
Rights Agreement dated as of March 28, 1994 (the "Rights Agreement").
B. Pursuant to Section 26 of the Rights Agreement, the Company and the Rights
Agent desire to amend the Rights Agreement as set forth below.
NOW THEREFORE, in consideration of the premises and the mutual agreements
herein set forth, the parties hereby agree as follows:
1. AMENDMENT OF SECTION 1(a). Section 1(a) of the Rights Agreement is
amended to add the following sentence at the end thereof:
"Notwithstanding anything in this Agreement to the contrary,
neither PacifiCare Health Systems, Inc., a Delaware corporation
("PHS"), N-T Holdings, Inc., a Delaware corporation ("New
PacifiCare"), Neptune Merger Corp., a Delaware corporation and a
wholly-owned subsidiary of New PacifiCare ("PacifiCare Merger Sub"),
nor Tree Acquisition Corp., a Delaware corporation and a wholly-owned
subsidiary of New PacifiCare ("Company Merger Sub") shall be deemed to
be an Acquiring Person solely by virtue of (i) the approval, execution
or delivery of that certain Amended and Restated Agreement and Plan of
Reorganization dated as of November 11, 1996 by and among the Company,
PHS, New PacifiCare, PacifiCare Merger Sub and Company Merger Sub (the
"Merger Agreement"), or (ii) the consummation of the
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Mergers (as defined in the Merger Agreement) pursuant to the Merger
Agreement."
2. NEW SECTION 3(e). A new section 3(e) shall be added to the Rights
Agreement which shall read in its entirety as follows:
"(e) Notwithstanding anything in this Agreement to the contrary,
each Right shall be deemed canceled and of no further force and effect
simultaneously with the cancellation of each Common Share (in respect
of which such Right has been issued) upon consummation of the Mergers
(as defined in the Merger Agreement)."
3. Effectiveness. This Amendment shall be deemed effective as of
December 31, 1996 as if executed on such date. Except as amended
hereby, the Rights Agreement shall remain in full force and effect and
shall be otherwise unaffected hereby.
4. Miscellaneous. This Amendment shall be deemed to be a contract made
under the laws of the State of Delaware and for all purposes shall be
governed by and construed in accordance with the laws of such state
applicable to contracts to be made and performed entirely within such
state. This Amendment may be executed in any number of counterparts,
each of such counterparts shall for all purposes be deemed an original
and all such counterparts shall together constitute but one and the
same instrument. If any provision, covenant or restriction of this
Amendment is held by a court of competent jurisdiction or other
authority to be invalid, illegal or unenforceable, the remainder of
the terms, provisions, covenants and restrictions of this Amendment
shall remain in full force and effect and shall in no way be affected,
impaired or invalidated.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.
Attest: FHP INTERNATIONAL CORPORATION
/s/ Michael J. Weinstock /s/ Westcott W. Price III
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Name: Michael J. Weinstock Name: Westcott W. Price III
Title: Secretary Title: Vice Chairman of the Board, President and
Chief Executive Officer
Attest: AMERICAN STOCK TRANSFER & TRUST COMPANY, as
Rights Agent
/s/ Susan Silber /s/ Herbert J. Lemmer
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Name: Susan Silber Name: Herbert J. Lemmer
Title: Assistant Secretary Title: Vice President
