SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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
THE QUAKER OATS COMPANY
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(Exact name of registrant as specified in its charter)
New Jersey 36-1655315
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(State of incorporation organization) (IRS Employer
Identification No.)
Quaker Tower P.O. Box 049001 Chicago, Illinois 60604-9001
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(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
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Preferred Stock Purchase Rights New York Stock Exchange, Inc.
Chicago Stock Exchange, Inc.
Securities to be registered pursuant to Section 12(g) of the Act: None
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Item 1. Description of Registrant's Securities to be Registered.
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In contemplation of The Quaker Oats Company, a New Jersey corporation
("Quaker"), entering into a merger agreement (the "Potential Merger Agreement")
with The Coca-Cola Company, a Delaware corporation ("Coke"), Quaker and Harris
Trust and Savings Bank (the "Rights Agent") entered into Amendment No. 1 to
Rights Agreement dated as of November 21, 2000 ("Amendment No. 1 to Rights
Agreement") amending the Rights Agreement, dated as of May 8, 1996, between
Quaker and the Rights Agent (the "Rights Agreement") in order to amend Section
1(a) of the Rights Agreement to provide that neither Coke, nor any of its
Affiliates (as defined in the Rights Agreement) will become an Acquiring Person
(as defined in the Rights Agreement), and that no Triggering Event, Distribution
Date or Shares Acquisition Date (each as defined in the Rights Agreement) will
occur, as a result of the execution of the Potential Merger Agreement or the
consummation of the transactions contemplated thereby.
In connection with the Agreement and Plan of Merger (the "Pepsi Merger
Agreement"), dated as of December 2, 2000, among PepsiCo, Inc., a North Carolina
corporation ("Pepsi"), BeverageCo, Inc., a New Jersey corporation and Quaker,
Quaker and the Rights Agent entered into Amendment No. 2 to Rights Agreement
dated as of December 2, 2000 ("Amendment No. 2 to Rights Agreement") amending
the Rights Agreement in order to, among other things, rescind Amendment No. 1 to
Rights Agreement and amend Section 1(a) of the Rights Agreement to provide that
neither Pepsi, nor any of its Affiliates (as defined in the Rights Agreement)
will become an Acquiring Person (as defined in the Rights Agreement), and that
no Triggering Event, Distribution Date or Shares Acquisition Date (each as
defined in the Rights Agreement) will occur, as a result of the execution of the
Pepsi Merger Agreement or the consummation of the transactions contemplated
thereby.
Copies of Amendment No. 1 to Rights Agreement and Amendment No. 2 to Rights
Agreement are attached hereto as Exhibit 1 and Exhibit 2, respectively, and are
incorporated herein by reference. The foregoing description of Amendment No. 1
to Rights Agreement and Amendment No. 2 to Rights Agreement does not purport to
be complete and is qualified in its entirety by reference to Amendment No. 1 to
Rights Agreement and Amendment No. 2 to Rights Agreement.
Item 2. Exhibits.
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1. Amendment No. 1 to Rights Agreement, dated as of November 21, 2000,
between The Quaker Oats Company and Harris Trust and Savings Bank, as Rights
Agent.
2. Amendment No. 2 to Rights Agreement, dated as of December 2, 2000,
between The Quaker Oats Company and Harris Trust and Savings Bank, as Rights
Agent.
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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, thereunto duly authorized.
THE QUAKER OATS COMPANY
By: /s/ John G. Jartz
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Name: John G. Jartz
Title: Senior Vice President
Date: December 5, 2000
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INDEX OF EXHIBITS
Exhibit No. Description
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(1) Amendment No. 1 to Rights Agreement, dated as of November 21,
2000, between The Quaker Oats Company and Harris Trust and
Savings Bank, as Rights Agent
(2) Amendment No. 2 to Rights Agreement, dated as of December 2,
2000, between The Quaker Oats Company and Harris Trust and
Savings Bank, as Rights Agent
