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)
<PAGE>
Item 1. Description of Securities To Be Registered.
Effective May 3, 1996, Premark International, Inc. (the "Company")
appointed Norwest Bank Minnesota, N.A. ("Norwest") as successor rights agent
("Rights Agent") in connection with an agreement dated as of March 7, 1989,
between the Company and Chemical Bank (formerly named Manufacturers Hanover
Trust Company), predecessor rights agent, relating to common share purchase
rights (the "Rights Agreement"). On that date, the Rights Agreement was
further amended to reflect the Norwest's presence in Minnesota.
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 a stock split effected on July 5, 1994, each Right currently
entitles the registered holder to purchase one Common Share at a Purchase
Price of $62.50.
The Rights Agreement, 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 Form 8-A/A
Agreement dated as of July 5, 1994. Filed July 5, 1994
4. Amendment to Rights Agreement, effective Filed herewith
May 3, 1996.
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: May 9, 1996
PREMARK INTERNATIONAL, INC.
By /s/John M. Costigan
John M. Costigan
Senior Vice President, General
Counsel and Secretary
EXHIBIT LIST
4. Amendment to the Rights Agreement effective
as of May 3, 1996.
APPOINTMENT OF SUCCESSOR RIGHTS AGENT
THIS AGREEMENT is dated as of May 3, 1996, between Premark
International, Inc.("Premark") and Norwest Bank Minnesota, N.A. ("Norwest").
WHEREAS, Premark appoints Norwest as Successor Rights Agent ("Successor
Rights Agent"), and Norwest accepts the appointment, effective May 3, 1996,
under the Rights Agreement dated as of March 7, 1989 (the "Rights Agreement")
between Premark and Manufacturers Hanover Trust Company (now known as Chemical
Bank); and
WHEREAS, the parties also amend the Rights Agreement as set out below.
NOW THEREFORE, in consideration of the premises and mutual agreements
set forth in the Rights Agreement and in this Agreement, the parties hereby
agree as follows:
1. The reference in Section 1(d) to "New York" shall be changed to "St.
Paul, Minnesota".
2. The reference in Section 1(e) to "New York time" shall be changed to
"St. Paul, Minnesota time".
3. The first reference in Section 21 to "New York", appearing in line 19 on
page 49, shall be changed to "Minnesota".
4. The reference in Section 26 to the name and address of Manufacturers
Hanover Trust Company shall be changed to:
Norwest Bank Minnesota, N.A.
Shareowner Services
161 North Concord Exchange
South St. Paul, MN 55075
Attention: Nancy Rosengren
5. This amendment sets out the sole changes to the Rights Agreement, which
is otherwise unaffected hereby.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed and their corporate seals to be affixed, all as of the day and year
first written above.
AGREED: AGREED:
NORWEST BANK MINNESOTA, N.A. PREMARK INTERNATIONAL, INC.
By: _____________________________ By: ________________________________
Name: Name:
Title: Title:
