FORM 8-A/A
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
PRATT & LAMBERT UNITED, INC.
(Exact name of registrant as specified in its charter)
New York 16-0594810
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
75 Tonawanda Street
Buffalo, New York 14207
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the
Act:
Common Share Purchase Rights
(Title of each class to be so registered)
New York Stock Exchange, Inc.
(Name of each exchange on which each class
is to be registered)
Securities to be registered pursuant to Section 12(g) of the
Act:
None
Page 1 of 11 Pages
Exhibit Index Location on Page 7
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Item 1. Description of Registrant's Securities to be
Registered.
On January 31, 1989, the Board of Directors of Pratt &
Lambert, Inc. (the "Company") declared a dividend distribution of
one Common Share Purchase Right for each outstanding Share of the
Company. The distribution is payable as of February 13, 1989 to
shareholders of record on that date. Each Right entitles the
registered holder to purchase from the Company one Common Share
at a Purchase Price of $50.00 per share. The description and
terms of the Rights are set forth in a Rights Agreement between
the Company and Mellon Securities Trust Company, as Rights Agent.
As discussed below, until the Distribution Date the
Rights will not be exercisable, certificates will not be sent to
shareholders and the Rights will trade with the Common Shares.
Until the close of business on the Distribution Date,
which will occur on the earlier of (i) the tenth date following a
public announcement that a person or group of affiliated or
associated persons ("Acquiring Person") has acquired, or obtained
the right to acquire, beneficial ownership of 20% or more of the
outstanding Common Shares of the Company (the "Stock Acquisition
Date") or (ii) a date fixed by the Board of Directors of the
Company which is not later than the tenth business day after the
commencement of a tender offer or exchange offer which would
result in the ownership by an Acquiring Person of 20% or more of
the outstanding Common Shares, the Rights will be represented by
and transferred with, and only with, the Common Shares. No
"Shareholder" or "P&L Shareholder", as those terms are defined,
shall become an "Acquiring Person", and no Distribution Date will
occur as a result of the Agreement and Plan of Merger dated as of
February 25, 1994, by and among the Company, United Coatings,
Inc. ("UCI") and certain shareholders of UCI, or the Shareholder
Agreement of even date therewith, or as a result of the
transactions contemplated or permitted by such Agreements. Until
the Distribution Date, new certificates issued for Common Shares
after February 13, 1989 will contain a legend incorporating the
Rights Agreement by reference, and the surrender for transfer of
any of the Company's Common Share certificates will also
constitute the transfer of the Rights associated with the Common
Shares represented by such certificate. As soon as practicable
following the Distribution Date, separate Right Certificates will
be mailed to holders of record of the Company's Common Shares as
of the close of business on the Distribution Date, and thereafter
the separate certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution
Date. The Rights will expire at the close of business on
January 30, 1999, unless earlier redeemed by the Company as
described below.
The Purchase Price payable, and the number of Common
Shares or other securities or property issuable, upon exercise of
the Rights are subject to adjustment from time to time to prevent
Page 2 of 11 Pages
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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 Common Shares or
convertible securities at less than the current market price of
the Common Shares or (iii) upon the distribution to holders of
the Common Shares of evidences of indebtedness or assets
(excluding regular cash dividends) or of subscription rights or
warrants (other than those referred to above).
Unless the Rights are earlier redeemed, in the event
that, after the Stock Acquisition Date, the Company is acquired
in a merger or other business combination (in which any shares of
the Company's Common Shares are changed into or exchanged for
other securities or assets) or more than 50% of the assets or
earning power of the Company and its subsidiaries (taken as a
whole) is sold or transferred in one or a series of related
transactions, the Rights Agreement provides that proper provision
shall be made so that each holder of record of a Right will from
and after such date have the right to receive, upon payment of
the Purchase Price, that number of shares of common stock of the
acquiring company having a market value at the time of such
transaction equal to two times the Purchase Price.
In the event that (i) the Company is the surviving
corporation in a merger with an Acquiring Person and the
Company's Common Shares are not changed or exchanged, (ii) a
person (other than the Company and its affiliates) becomes the
beneficial owner of 25% or more of the then outstanding Common
Shares, (iii) an Acquiring Person engages in one or more "self-
dealing" transactions as set forth in the Rights Agreement, or
(iv) during such time as there is an Acquiring Person, there
occurs any reclassification of securities, any recapitalization
of the Company or other transaction involving the Company or any
of its subsidiaries as described in the Rights Agreement which
results in such Acquiring Person's ownership interest being
increased by more than 1%, each holder of a Right will thereafter
have the right to receive, upon exercise, Common Shares having a
value equal to two times the Purchase Price. To the extent that
insufficient Common Shares are available for the exercise in full
of the Rights, holders of Rights will receive upon exercise
Common Shares to the extent available and then property and/or
other securities of the Company (which may be accompanied by a
reduction in the Purchase Price), so that each Rights holder
receives, upon exercise of a Right, a total package equal in
value to (i) two times the Purchase Price less (ii) the amount of
the reduction in the Purchase Price, if any. However, Rights are
not exercisable following the occurrence of any of the events set
forth above until such time as the Rights are no longer
redeemable by the Company as set forth below. Notwithstanding
any of the foregoing, following the occurrence of any of the
events set forth in this paragraph, all Rights that are, or
(under certain circumstances specified in the Rights Agreement)
were, beneficially owned by any Acquiring Person will be null and
void.
Page 3 of 11 Pages
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No fractional Common Shares or other Company securities
are required to be issued upon exercise of the Rights and, in
lieu thereof, a payment in cash may be made to the holder of such
Rights equal to the same fraction of the current market value of
a Common Share or other Company securities.
At any time until ten days following the Stock
Acquisition Date (subject to extension by the Board of
Directors), the Board of Directors may cause the Company to
redeem the Rights in whole, but not in part, at a price of $.01
per Right, subject to adjustment. Immediately upon the action of
the Board of Directors authorizing redemption of the Rights, the
right to exercise the Rights will terminate, and the holders of
Rights will only be entitled to receive the Redemption Price
without any interest thereon.
For as long as the Rights are then redeemable, the
Board of Directors may, except with respect to the redemption
price or date of expiration of the Rights, amend the Rights in
any manner, including an amendment to extend the time period in
which the Rights may be redeemed or the date on which the
Distribution Date will occur. At any time when the Rights are
not then redeemable, the Board of Directors may amend the Rights
in any manner that does not adversely affect the interests of
holders of the Rights as such.
Until a Right is exercised, the holder, as such, will
have no rights as a shareholder of the Company, including,
without limitation, the right to vote or to receive dividends.
The Rights may have certain anti-takeover effects. The
Rights will cause substantial dilution to a person or group that
attempts to acquire the Company without conditioning the offer on
a substantial number of Rights being acquired. However, the
Rights should not interfere with any merger or other business
combination approved by the Board of Directors.
The Certificate of Incorporation and By-laws of the
Company contain provisions which may be viewed as having anti-
takeover consequences. These include a provision which requires
that a merger and certain other business combinations with any
person owning 10% or more of the voting power of the Company (an
"Interested Shareholder") be approved by the holders of at least
66-2/3% of the voting power of the Company (excluding the voting
power of any shares of such Interested Shareholder), a provision
allowing for the removal of directors only for cause and a
provision that newly created directorship may be filled only by a
vote of the majority of the directors then in office. In
addition, Section 912 of the New York Business Corporation Law
provides that if a person acquires 20% or more of the voting
stock of a resident domestic corporation (thereby becoming an
"interested shareholder") without board of director approval, for
five years thereafter such interested shareholder may not engage
in certain business combination transactions unless holders of a
majority of the disinterested voting shares opt out of the
statute.
Page 4 of 11 Pages
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The Rights Agreement specifying the terms of the Rights
(including Exhibits: (A) the form of Right Certificate and
(B) the summary of rights to purchase Common Shares) is attached
hereto as Exhibit 1 and is incorporated herein by reference.
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 in this summary
description by reference.
Item 2. Exhibits.
1. The Rights Agreement dated as of January 31, 1989
between the Company and Mellon Securities Trust Company, which
includes as Exhibit A thereto, the form of Right Certificate.
Pursuant to the Rights Agreement, Right Certificates will not be
mailed until after the Distribution Date (as defined in the
Rights Agreement) (incorporated by reference to the Company's
Form 8-A filed February 13, 1989).
2. The press release issued February 1, 1989
announcing dividend of the common share purchase rights
(incorporated by reference to the Company's Form 8-A filed
February 13, 1989).
3. Chairman's letter to shareholders dated
February 13, 1989 (incorporated by reference to the Company's
Form 8-A filed February 13, 1989).
4. Amendment No. 1 to the Rights Agreement dated as
of February 25, 1994 (incorporated by reference to Exhibit No. 4
to the Company's Form 8-A/A dated March 8, 1994).
5. Amendment No. 2 to the Rights Agreement dated as
of October 30, 1995.
Page 5 of 11 Pages
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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.
PRATT & LAMBERT UNITED, INC.
Dated: November 10, 1995 By: James R. Boldt
Name: J.R. Boldt
Title: Secretary
Page 6 of 11 Pages
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PRATT & LAMBERT UNITED, INC.
Exhibit Index
Location in
Sequential
Exhibit Numbering
Number Description System
1 Rights Agreement dated as of
January 31, 1989 between the
Company and Mellon Securities
Trust Company, which includes
as Exhibit A thereto, the form
of Right Certificate. Pursuant
to the Rights Agreement, Right
Certificates will not be mailed
until after the Distribution
Date (as defined in the Rights
Agreement) (incorporated by
reference to the Company's Form
8-A, filed February 13, 1989). __
2 The press release issued February
1, 1989 announcing dividend of the
common shares purchase rights
(incorporated by reference to the
Company's Form 8-A filed February
13, 1989). __
3 Chairman's letter to shareholders
dated February 13, 1989 (incorporated
by reference to the Company's Form
8-A filed February 13, 1989). __
4 Amendment No. 1 to the Rights
Agreement dated as of February 25,
1994 (incorporated by reference to
Exhibit No. 4 to the Company's
Form 8-A/A dated March 8, 1994). __
5 Amendment No. 2 to the Rights
Agreement dated as of October 30, 1995. 8
Page 7 of 11 Pages
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EXHIBIT 5
Amendment No. 2 to Rights Agreement
This Amendment No. 2, dated as of October 30, 1995, to
the Rights Agreement, dated as of January 31, 1989, as amended
(the "Agreement") between Pratt & Lambert, Inc., a New York
corporation (the "Company") and Mellon Securities Trust Company
(the "Rights Agent").
WHEREAS, pursuant to the Agreement, the Board of
Directors of the Company declared a dividend of one right (a
"Right") for each Common Share of the Company ("Common Shares")
outstanding on February 13, 1989 and authorized the issuance of
one Right for each Common Share that became outstanding
thereafter prior to the Distribution Date (as defined in the
Agreement);
WHEREAS, Section 26 of the Agreement provides that at
any time when the Rights are then redeemable the Company may in
its sole and absolute discretion supplement or amend any
provision of the Agreement without the approval of any holders of
the Rights or the Common Shares, provided that no supplement or
amendment shall be made which changes the redemption price of the
Rights or the final expiration date of the Rights;
WHEREAS, the Rights are presently redeemable;
WHEREAS, the Board of Directors has determined that it
is in the best interests of the Company and its shareholders to
enter into discussions relative to a proposed Agreement and Plan
of Merger (the "Merger Agreement") with respect to the merger of
a wholly-owned subsidiary (the "Subsidiary") of another
corporation with and into the Company (the "Merger");
WHEREAS, in connection with the Merger it is
contemplated that certain shareholders of the Company will enter
into an agreement with Acquiror, granting Acquiror an irrevocable
option to purchase their Common Shares and agreeing to tender
such Common Shares pursuant to the Offer (as hereinafter defined)
or other similar provisions (the "Stock Tender Agreement");
WHEREAS, by operation of the Merger Agreement, the
Stock Tender Agreement, or both, the signatories thereto could be
deemed to have an agreement or arrangement for the purpose of
acquiring, holding, voting or disposing of Common Shares and thus
become an Acquiring Person or Persons under the Agreement;
WHEREAS, pursuant to the Merger Agreement, subject to
certain conditions to be specified therein, Acquiror, through the
Subsidiary, would make a cash tender offer to acquire all the
issued and outstanding Common Shares of the Company (the
"Offer"), and subsequently enter into the Merger;
Page 8 of 11 Pages
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WHEREAS, the payment for Common Shares pursuant to the
Offer, the Merger, or both, may make Acquiror, the Subsidiary and
their Affiliates and Associates an Acquiring Person or Persons
under the Agreement;
NOW, THEREFORE, in consideration of the premises, the
parties hereby agree to amend the Agreement as follows:
1. The defined term "Acquiring Person" is hereby
amended to add the following sentence to the end of such
definition:
Notwithstanding the foregoing, none of (i)
any Person (an "Acquiror") with whom the
Company enters into an agreement, on or
before November 10, 1995 (a "Merger
Agreement"), providing for an acquisition by
such person or its Subsidiary of all of the
Common Shares (an "Acquisition"), (ii) all
Subsidiaries, Affiliates and Associates of an
Acquiror and (iii) any shareholder of the
Company who enters into an agreement with an
Acquiror, on or before November 10, 1995 (the
"Tender and Option Agreement"), agreeing to
take certain actions with respect to the
Common Shares owned by them, shall be deemed
to be Acquiring Persons solely by reason of
(A) being a party to or acquiring Common
Shares (whether through a tender offer or the
consummation of the merger contemplated by
the Merger Agreement) pursuant to the terms
of the Merger Agreement and being the
Beneficial Owner of the Common Shares so
acquired, (B) being a party to or selling or
acquiring Common Shares pursuant to the terms
of the Tender and Option Agreement and being
the Beneficial Owner of the Common Shares so
acquired, (C) being a party to and complying
with the terms of the Merger Agreement or the
Tender and Option Agreement or (D) entering
into any agreement, arrangement or
understanding with respect to any of the
foregoing.
3. The defined term "Section 11(a)(ii) Event" is hereby
amended to add the following sentence to the end of such
definition:
Notwithstanding anything to the contrary contained in
this Agreement, none of the transactions contemplated
by the Merger Agreement or the Tender and Option
Agreement shall constitute a Section 11(a)(ii) Event.
Page 9 of 11 Pages
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4. The defined term "Section 13 Event" is hereby amended
to add the following sentence to the end of such definition:
Notwithstanding anything to the contrary contained in
this Agreement, none of the transactions contemplated
by the Merger Agreement or the Tender and Option
Agreement shall constitute a Section 13 Event.
5. The defined term "Triggering Event" is hereby amended
to add the following sentence to the end of such definition:
Notwithstanding anything to the contrary contained in
this Agreement, none of the transactions contemplated
by the Merger Agreement or the Tender and Option
Agreement shall constitute a Triggering Event.
6. Section 3(a) is hereby amended to add the following
sentence to the end thereof:
Notwithstanding anything to the contrary contained in
this Agreement, neither the announcement nor the
consummation of the Merger Agreement or the Tender and
Option Agreement or any of the transactions
contemplated by those agreements shall constitute or
result in the occurrence of a Distribution Date.
7. Section 11(a)(ii)(B) is hereby amended to add the
following immediately preceding the semicolon in the last line
thereof:
, provided further, that a Person shall not be deemed
to have become the beneficial owner of 25% or more of
the Common Shares then outstanding for the purpose of
this Section 11(a)(ii)(B) solely by reason of (A) being
a party to or acquiring Common Shares pursuant to the
terms of the Merger Agreement, (B) being a party to or
selling or acquiring Common Shares pursuant to the
terms of the Tender and Option Agreement, (C) being a
party to and complying with the terms of the Merger
Agreement or the Tender and Option Agreement or (D)
entering into any agreement, arrangement or
understanding with respect to any of the foregoing.
8. Section 13(a) is hereby amended to add the following
sentence to the end thereof:
Notwithstanding anything to the contrary contained in
this Agreement, this Section 13(a) shall not apply to
any merger consummated pursuant to the terms of the
Merger Agreement.
Page 10 of 11 Pages
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IN WITNESS WHEREOF, the parties hereto have consented
to this Amendment No. 2 to the Rights Agreement to be duly
executed, all as of the day and year first above written.
PRATT & LAMBERT UNITED, INC.
Attest:James M. Culligan By:James R. Boldt
Treasurer
MELLON SECURITIES TRUST
COMPANY
Attest:Illegible By:Illegible
Assistant Vice President Vice President
Page 11 of 11 Pages
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