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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
20549
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FORM 8-A/A-1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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HERITAGE MEDIA CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 42-1299303
(State of incorporation (IRS Employer or
organization) Identification Number)
One Galleria Tower
13355 Noel Road, Suite 1500
Dallas, Texas 75240
(Address of principal executive office) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Common Stock, $.01 par value
Preferred Stock Purchase Rights
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
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Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Heritage Media Corporation, a Delaware corporation (the "Registrant"), will
be the successor by a reincorporation merger, effective July 15, 1996, to
Heritage Media Corporation, an Iowa corporation ("HMC-Iowa"). The common stock,
and preferred stock purchase rights, of HMC-Iowa were registered pursuant to
Section 12 of the Act; and the common stock of HMC-Iowa was listed on American
Stock Exchange. See Annex A attached hereto for a description of the
Registrant's securities to be registered.
Item 2. EXHIBITS.
1(a) Specimen Common Stock Certificate (included as Exhibit 1 to HMC-Iowa's
Registration Statement on Form 8-A)
1(b) Rights Agreement dated as of August 15, 1994, between Heritage Media
Corporation and The Bank of New York (included as Exhibit 1 to HMC-
Iowa's Amended Registration Statement on Form 8-A filed August 29,
1994).
2 Certificate of Incorporation of the Registrant (included as Exhibit C
to the HMC-Iowa's Proxy Statement for annual meeting held on May 16,
1996 and incorporated herein by reference).
3 Form of By-laws of the Registrant (included as an Exhibit D to HMC-
Iowa's Proxy Statement for annual meeting held on May 16, 1996 and
incorporated herein by reference).
ALL EXHIBITS REQUIRED BY INSTRUCTION II TO ITEM 2 WILL BE SUPPLIED TO THE
NEW YORK STOCK EXCHANGE.
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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, thereto duly authorized.
HERITAGE MEDIA CORPORATION
By: /s/ DOUGLAS N. WOODRUM
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Douglas N. Woodrum,
Executive Vice President
Date: July 5, 1996
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ANNEX A
Description of Capital Stock
The Registrant's authorized capital stock consists of 110,000,000 shares of
capital stock, par value $.01 per share, of which 100,000,000 are Common Stock
and 10,000,000 are Preferred Stock. Pursuant to merger of HMC-Iowa into the
Registrant, effective on July 15, 1996, each share of Class A Common Stock of
HMC-Iowa, and each Preferred Stock Purchase Right of HMC-Iowa, was converted
into one share of Common Stock, and one Preferred Stock Purchase Right, of the
Registrant.
COMMON STOCK
The holders of Common Stock are entitled to one vote per share on all
matters submitted to a vote of stockholders, including the election of
directors. The Common Stock does not have cumulative voting rights, which means
that the holders of a majority of the shares voting for election of directors
can elect all members of the Board of Directors. Dividends may be paid ratably
to holders of Common Stock when and if declared by the Board of Directors out of
funds legally available therefore. Upon liquidation or dissolution of the
Registrant, the holders of Common Stock will be entitled to share ratably in the
assets of the Registrant legally available for distribution to stockholders
after payment of all liabilities and the liquidation preferences of any
outstanding Preferred Stock.
The holders of Common Stock have no preemptive or conversion rights or
other subscription rights and are not subject to redemption or sinking fund
provisions or to calls or assessments by the Registrant.
The Registrant has applied for the listing of its shares of Common Stock
for trading on the New York Stock Exchange. The Common Stock of HMC-Iowa was
listed for trading on the American Stock Exchange.
PREFERRED STOCK
Under governing Delaware law and the Registrant's Certificate of
Incorporation, no action by the Registrant's stockholders is necessary, and only
action of the Board of Directors is required, to authorize the issuance of any
of the Preferred Stock. The Board of Directors is empowered to establish, and
to designate the name of, each class or series of the Preferred Stock.
The Board of Directors has designated a series of Preferred Stock known as
the "Series A Junior Participating Preferred Stock," consisting of 800,000
shares. Although no shares of Series A Junior Participating Preferred Stock
("Series A Shares") are outstanding, the Registrant has issued Preferred Stock
Purchase Rights entitling holders under certain conditions to purchase such
shares. Reference is made to Item 1 of HMC-Iowa's Form 8-A Registration
Statement
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filed on August 29, 1994 for additional information regarding the Preferred
Stock Purchase Rights and the Series A Shares, which are identical to those
issued by HMC-Iowa.
Although the Registrant has no present plans to issue additional series of
Preferred Stock, such shares may be issued from time to time in one or more
classes or series with such designations, powers, preferences, rights,
qualifications, limitations and restrictions as may be fixed by the Registrant's
Board of Directors. The Board of Directors, without obtaining stockholder
approval, may issue such shares with voting or conversion rights or both and
thereby dilute the voting power and equity of the holders of Common Stock and
adversely affect the market price of such stock.
The existence of authorized Preferred Stock may have the effect of
discouraging an attempt, through acquisition of a substantial number of shares
of Common Stock, to acquire control of the Registrant with a view to effecting a
merger, sale or exchange of assets or a similar transaction. The anti-takeover
effects of authorized Preferred Stock may deny stockholders the receipt of a
premium on their Common Stock and may also have a depressive effect on the
market price of the Common Stock.
SECTION 203 OF THE DELAWARE GENERAL CORPORATION LAW
The Registrant is a Delaware corporation and is subject to the provisions
of Section 203 of the Delaware General Corporation Law. In general, Section 203
provides that a Delaware corporation may not engage in any of a broad range of
business combinations with a person or affiliate or associate of such person who
is an "interested stockholder" (defined generally as a person who together with
affiliates and associates, own, or within three years did own, 15% or more of a
corporation's outstanding voting stock) unless: (a) the transaction resulting in
a person's becoming an interested stockholder, or the business combination, is
approved by the board of directors of the corporation before the person becomes
an interested stockholder; (b) the interested stockholder acquires 85% or more
of the outstanding voting stock of the corporation in the same transaction that
makes it an interested stockholder; or (c) on or after the date the person
becomes an interested stockholder, the business combination is approved by the
corporation's board of directors and by the holders of at least 66 2/3% of the
corporation's outstanding voting stock at an annual or special meeting,
excluding shares owned by the interested stockholder.
TRANSFER AGENT AND REGISTRAR
The Transfer Agent and Registrar for the Registrant's Common Stock is The
Bank of New York.
