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 (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
PREMARK INTERNATIONAL, INC.
(Exact name
of registrant as specified in its charter)
Delaware
36-3461320 (State of incorporation
or organization) (IRS Employer Identification No.)
1717 Deerfield Road, Deerfield, Illinois
60015
(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
Common Share Purchase Rights New York
Stock Exchange
Pacific Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Item 1. Description of Securities To Be Registered.
On July 5, 1994, Premark International, Inc. (the
"Company") effected a two- for-one stock split in the form of a
100% stock distribution to shareholders of record on June 16,
1994. The following description of the Company's common share
purchase rights gives effect to the adjustments resulting from
such stock split.
On March 7, 1989, the Board of Directors of the Company
declared a dividend of one common share purchase right (a
"Right") for each outstanding share of common stock, par value
$1.00 per share (the "Common Shares"), of the Company. The
dividend was paid on March 13, 1989 (the "Record Date") to the
stockholders of record on that date. Each Right originally
entitled the registered holder to purchase from the Company one
Common Share of the Company at a price of $125 per share (the
"Purchase Price"), subject to adjustment. As a result of the
stock split, each Right currently entitles the registered holder
to purchase one Common Share at a Purchase Price of $62.50. The
description and terms of the Rights are set forth in a Rights
Agreement (the "Rights Agreement"), as amended, between the
Company and Chemical Bank, 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 have acquired beneficial ownership of 20% or
more of the outstanding Common Shares (an "Acquiring Person") 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
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 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 certificate with a copy of the
summary of Rights attached thereto.
The 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 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,
outstanding as of the Record Date, even without such notation or
a copy of the summary of Rights being attached thereto, 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 certificates evidencing
the Rights ("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.
The Rights are not exercisable until the Distribution
Date. The Rights will expire on March 13, 1999 (the "Final
Expiration Date"), unless the Final Expiration Date is extended
or unless the Rights are earlier redeemed by the Company, in each
case, 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
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 or purchase 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 or evidences of indebtedness or assets
(excluding regular periodic cash dividends paid out of earnings
or retained earnings or dividends payable in Common Shares) or of
subscription rights or warrants (other than those referred to
above).
The number of outstanding Rights is subject to
adjustment in the event of a stock split of the Common Shares or
a stock dividend on the Common Shares payable in Common Shares or
subdivisions, consolidations or combinations of the Common Shares
occurring, in any such case, prior to the Distribution Date.
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, other than Rights
beneficially owned by an Acquiring Person (which will thereafter
be void), 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 (i)
any person or group of affiliated or associated persons becomes
the beneficial owner of 30% or more of the outstanding Common
Shares (unless such person first acquires 20% or more of the
outstanding Common Shares by a purchase pursuant to a tender
offer for all of the Common Shares for cash, which purchase
increases such person's beneficial ownership to 80% or more of
the outstanding Common Shares) or (ii) during such times as there
is an Acquiring Person, there shall be a reclassification of
securities or a recapitalization or reorganization of the Company
or other transaction or series of transactions involving the
Company which has the effect of increasing by more than 1% the
proportionate share of the outstanding shares of any class of
equity securities of the Company or any of its subsidiaries
beneficially owned by the 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 the acquisition by a person or group
of affiliated or associated persons or beneficial ownership of
30% or more of the outstanding Common Shares 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 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 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 of at least 1% in such Purchase Price. No fractional
Common Shares will be issued and in lieu thereof, an adjustment
in cash will be made based on the market price of the Common
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 ownership
of 20% or more of the outstanding Common Shares, the Board of
Directors of the Company may redeem the Rights in whole, but not
in part, at a price of $ .005 per Right (the "Redemption 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 thresholds
described above to not less than the greater of (i) any
percentage greater than the largest percentage of the outstanding
Common Shares then known to the Company to be beneficially owned
by any person or group of affiliated or associated persons and
(ii) 15%, except that from and after such time as any person
becomes an Acquiring Person no such amendment may adversely
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,
including, without limitation, the right to vote or to receive
dividends.
The Rights 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 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 Company at the Redemption Price prior to
the time that a person or group has acquired beneficial ownership
of 20% or more of the Common Shares.
The Rights Agreement, dated as of March 7, 1989,
between the Company and Manufacturers Hanover Trust Company, as
Rights Agent, specifying the terms of the Rights, the form of
press release announcing the declaration of the Rights, and the
Certificate of Adjustment dated as of July 5, 1994, are attached
hereto as exhibits and are incorporated herein by reference. The
foregoing description of the Rights is qualified in its entirety
by reference to such exhibits.
Item 2. Exhibits.
Exhibit No. Description of Document
Location
1. Rights Agreement, dated as of March
7, 1989, Original Filing
between Premark International, Inc. and
Manufacturers Hanover Trust Company
(now named Chemical Bank),
as Rights Agent, which includes the
form of
Right Certificate as Exhibit A and
the
Summary of Rights to Purchase Common
Shares as Exhibit B.
2. Form of press release dated March 7,
1989. Original Filing
3. Certificate of Adjustment to the
Rights This Amendment
Agreement dated as of July 5, 1994.
SIGNATURE
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the registrant has duly caused
this amendment to be signed on its behalf by the undersigned,
thereunto duly authorized.
Dated: July 5, 1994
PREMARK INTERNATIONAL, INC.
By /s/ John M. Costigan
John M. Costigan
Senior Vice President, General
Counsel and Secretary
EXHIBIT LIST
3. Certificate of Adjustment to the Rights
Agreement dated
as of July 5, 1994.
EXHIBIT 3
CERTIFICATE OF ADJUSTMENT
This is to certify pursuant to Section 12 of the Rights
Agreement, dated as of March 7, 1989, between Premark
International, Inc., a Delaware corporation (the "Company"), and
Manufacturers Hanover Trust Company (the "Rights Agent") that:
I. Statement of Facts.
On May 4, 1994, the Company's Board of Directors
declared a two-for-one split of the shares of the Company's
Common Stock, par value $1.00 per share (the "Common Shares"), to
be effected in the form of a 100% stock distribution on July 5,
1994 to holders of record of the Company's issued Common Shares
on June 16, 1994.
II. Adjustments Pursuant to Rights Agreement.
Pursuant to the provisions of Sections 11(a) and 23(a)
of the Rights Agreement, certain adjustments to the amount of
Common Shares purchasable upon proper exercise of each Right (as
defined in the Rights Agreement), to the Purchase Price (as
defined in the Rights Agreement) therefor, and to the Redemption
Price (as defined in the Rights Agreement) shall be effected as
of July 5, 1994, as set forth below:
1. Pursuant to Section 11(a) of the Rights
Agreement, the Rights are adjusted so that each Right shall, upon
proper exercise, entitle the holder to purchase one Common Share
at a Purchase Price of $62.50.
2. Pursuant to Section 23(a) of the Rights
Agreement, the Redemption Price is adjusted to $0.005 per Right.
Dated effective this 5th day of July, 1994.
PREMARK INTERNATIONAL, INC.
By
/s/ John M. Costigan
Name: John M.
Costigan
Title: Senior Vice President,
General Counsel and
Secretary
