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
Preferred 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 November 6, 1996, the Board of Directors of Premark
International, Inc. (the "Company") declared a dividend of one
preferred share purchase right (a "Right") for each outstanding
share of common stock, par value $1 per share (the "Common
Shares"), of the Company. The record date for the dividend was
December 16, 1996. The description and terms of the Rights are
set forth in a Rights Agreement (the "Rights Agreement") between
the Company and Norwest Bank Minnesota, N.A., as Rights Agent.
On December 17, 1996 the Company filed a Form 8-A
Registration Statement with respect to the preferred share
purchase rights. That Registration Statement contained a
typographical error on the cover page, identifying the title of
the class of securities to be registered as "common share
purchase rights" rather than "preferred share purchase rights".
The description in Item 1 of the Registration Statement, and the
Exhibits thereto, correctly identified the purchase rights.
The cover page of the Registration Statement is hereby
amended, as shown in Exhibit 1, to correct the typographical
error.
Item 2. Exhibits.
Exhibit No. Description of Document Location
1. Cover Page, Form 8-A Included herewith<PAGE>
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: December 31, 1996
PREMARK INTERNATIONAL, INC.
By_______________________
John M. Costigan
Senior Vice President,
General Counsel and
Secretary
EXHIBIT LIST
1. Cover Page, Form 8-A
Exhibit 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
_____________
FORM 8-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
Preferred 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)
