As filed with the Securities and Exchange Commission on May 26, 1998
File No. ____________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
------------------------------
The Quaker Oats Company
(Exact Name of Registrant as Specified in its Charter)
New Jersey 36-1655315
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or Organization)
321 North Clark Street
Chicago, IL 60610
(Address of Principal Executive Offices) (Zip Code)
The Quaker Long Term Incentive Plan of 1990
The Quaker Long Term Incentive Plan of 1999
(Full Title of the Plans)
John G. Jartz
Senior Vice President-General Counsel
-Business Development and Corporate Secretary
The Quaker Oats Company
321 North Clark Street
Chicago, IL 60610
(Name and Address of Agent For Service)
(312) 222-6437
(Telephone Number, Including Area Code, of Agent For Service)
---------------------------
CALCULATION OF REGISTRATION FEE
===============================================================================
Proposed Proposed
Maximum Maximum
Offering Aggregate
Title of Securities Amount to be Price Per Offering Amount of
to be Registered Registered Share* Price* Registration Fee
- -------------------------------------------------------------------------------
Common Stock,
$5.00 Par Value 16,000,000 $56.21875 $899,500,000 $265,352.50
===============================================================================
*Pursuant to Rule 457(h)(1), the Proposed Maximum Offering Price Per Share
is estimated as $56.21875 solely for purposes of calculating the registration
fee on the basis of the average of the high and low prices of the Common
Stock as reported in The Wall Street Journal on May 18, 1998.
<PAGE>
PART II
INFORMATION REQUIRED IN
THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have heretofore been filed by The
Quaker Oats Company, a New Jersey corporation (the "Company" or the
"Registrant"), with the Securities and Exchange Commission pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated by reference herein and shall be deemed to be a part hereof:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1997.
(b) The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1998.
(c) The descriptions of the Company's Common Stock and Preferred
Stock Purchase Rights included in registration statements
filed pursuant to Section 12 of the Securities Exchange Act of
1934 and any amendments and reports filed for the purpose of
updating those descriptions.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment to this registration statement which
indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated
herein by reference and shall be deemed a part hereof from the date of
filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The registrant's Bylaws and Section 14A:3-5 of the New Jersey
Business Corporation Act provide for limitation of liability and
indemnification of the registrant's directors and officers in a variety of
circumstances, which may include liabilities under the Securities Act of
1933. In addition, the registrant has purchased insurance permitted by New
Jersey on behalf of directors, officers, employees or agents which may
cover liabilities under the Securities Act of 1933. The registrant has also
entered into agreements with its directors which may provide
indemnification for liabilities under the Securities Act of 1933.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See Exhibit Index which is incorporated herein by reference.
<PAGE>
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are
being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of
the registration statement (or the most
recent post-effective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in the registration
statement. Notwithstanding the foregoing,
any increase or decrease in volume of
securities offered (if the total
2
<PAGE>
dollar value of securities offered would
not exceed that which was registered) and
any deviation from the low or high end of
the estimated maximum offering range may be
reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b)
if, in the aggregate, the changes in volume
and price represent no more than 20 percent
change in the maximum aggregate offering
price set forth in the "Calculation of
Registration Fee" table in the effective
registration statement;
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in the registration
statement or any material change to such
information in the registration statement;
Provided, however, that paragraphs
(a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3
or Form S-8, and the information required
to be included in a post-effective
amendment by those paragraphs is contained
in periodic reports filed with or furnished
to the Commission by the registrant
pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that
are incorporated by reference in the
registration statement.
2. That, for the purpose of determining any liability
under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new
registration statement relating to the securities
offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide
offering thereof.
3. To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933,
each filing of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the provisions of the
registrant's certificate of incorporation or by-laws or otherwise, the
registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will
be governed by the final adjudication of such issue.
3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement or amendment thereto to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Chicago, State of
Illinois, on this 13th day of May, 1998.
THE QUAKER OATS COMPANY
By: /s/ ROBERT S. MORRISON
--------------------------------
Robert S. Morrison
Chairman, President and
Chief Executive Officer
<PAGE>
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
John G. Jartz or Gerald A. Cassioppi, the true and lawful attorney-in-fact and
agents of the undersigned, with full power of substitution and resubstitution,
for and in the name, place and stead of the undersigned, in any and all
capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and hereby grants to such attorney-in-fact
and agent full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents and purposes
as the undersigned might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement or amendment thereto has been signed below by the
following persons in their respective capacities on this 13th day of May, 1998.
Signature Title
--------- -----
/s/ ROBERT S. MORRISON
- ------------------------------------ Chairman, President, Chief Executive
Robert S. Morrison Officer and Director
/s/ ROBERT S. THOMASON
- ------------------------------------- Senior Vice President Finance and
Robert S. Thomason Financial Officer
/s/ THOMAS L. GETTINGS
- ------------------------------------- Vice President and Corporate
Thomas L. Gettings Controller
/s/ FRANK C. CARLUCCI Director
- -------------------------------------
Frank C. Carlucci
/s/ KENNETH I. CHENAULT Director
- -------------------------------------
Kenneth I. Chenault
/s/ JOHN H. COSTELLO Director
- -------------------------------------
John H. Costello
/s/ W. JAMES FARRELL Director
- -------------------------------------
W. James Farrell
/s/ JUDY C. LEWENT Director
- -------------------------------------
Judy C. Lewent
S-1
<PAGE>
/s/ VERNON R. LOUCKS, JR. Director
- --------------------------------------
Vernon R. Loucks, Jr.
/s/ WALTER J. SALMON Director
- --------------------------------------
Walter J. Salmon
/s/ WILLIAM L. WEISS Director
- --------------------------------------
William L. Weiss
S-2
<PAGE>
EXHIBIT INDEX
-------------
Exhibit
Number Description of Exhibit
- ------- ----------------------
4(a) Restated Certificate of Incorporation (incorporated
by reference to the Company's Form 10-K for the
fiscal year ended December 31, 1996, file number 1-12)
4(b) By-laws of The Quaker Oats Company (incorporated
by reference to the Company's Form 10-K for the fiscal
year ended December 31, 1996, file number 1-12)
4(c) Shareholder Rights Plan effective May 8, 1996
(incorporated by reference to the Company's Form 8-K
filed on May 20, 1996, file number 1-12)
4(d) Registrant undertakes to furnish to the Commission,
upon request, a copy of any instrument defining the
rights of holders of long-term debt of the registrant
and all of its subsidiaries for which consolidated or
unconsolidated financial statements are required to
be filed
5 Opinion of John G. Jartz
23(a) Consent of John G. Jartz (contained in Exhibit 5).
23(b) Consent of Arthur Andersen LLP.
24 Powers of Attorney (included on the signature page of the
registration
S-3
Exhibit 5
May 26, 1998
Securities and Exchange Commission
450 Fifth Street
Washington, D.C. 20549
Re: The Quaker Oats Company
Registration Statements on Form S-8 --
The Quaker Long Term Incentive Plan of 1990
The Quaker Long Term Incentive Plan of 1999
--------------------------------------------
Ladies and Gentlemen:
As Senior Vice President - General Counsel, Business Development and
Corporate Secretary of The Quaker Oats Company, a New Jersey corporation
(the "Company"), I am acting as counsel to the Company in connection with
the registration under the Securities Act of 1933, as amended, of
16,000,000 shares of Common Stock, $5.00 par value per share ("Common
Stock"), of the Company available for issuance under The Quaker Long Term
Incentive Plan of 1990 and The Quaker Long Term Incentive Plan of 1999 (the
"Plans").
I have examined the Company's Registration Statement on Form S-8 relating
to the Common Stock to be issued under the Plans (the "Registration
Statement") and am familiar with the Certificate of Incorporation and the
By-laws of the Company and the Plans. I have also examined such other
documents, records and certificates of the Company as I consider necessary
for the purpose of this opinion.
Based on the foregoing, I am of the opinion that the shares of Common
Stock to be issued pursuant to the Plan have been duly authorized and will,
upon due issuance and sale thereof, be legally issued, fully paid and
non-assessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
John G. Jartz
Exhibit 23(b)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our report dated February 4,
1998, included in The Quaker Oaks Company's Form 10-K for the year ended
December 31, 1997 and to all references to our Firm included in this
registration statement.
ARTHUR ANDERSEN LLP
Chicago, Illinois
May 20, 1998
