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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
20549
__________________________________
FORM 8-A/A-2
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:
Title of each class to be so registered
Common Stock, $.01 par value
Name of each exchange on which each class is to be registered:
New York Stock Exchange
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A(c)(1), please check the
following box. [ ]
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A(c)(2), please check the following box. [ ]
Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Stock Purchase Rights
(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 Securities Exchange Act of 1934, 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.
2
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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 10, 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.
TRANSFER AGENT AND REGISTRAR
The Transfer Agent and Registrar for the Registrant's Common Stock is The
Bank of New York.
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
(i)
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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.
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. See "Preferred Stock Purchase Rights" below.
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.
PREFERRED STOCK PURCHASE RIGHTS
On August 15, 1994, the Board of Directors of HMC-Iowa declared a dividend
of one preferred stock purchase right (a "Right") for each outstanding share of
Common Stock of HMC-Iowa. The dividend was payable to shareholders of record on
August 29, 1994 (the "Record Date"). The description and terms of the Rights
are set forth in the Rights Agreement
(ii)
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dated as of August 15, 1994 (the "Rights Agreement"), between HMC-Iowa and The
Bank of New York, as Rights Agent. The Rights will not be affected by the
reincorporation merger, and the Registrant will assume the rights and
obligations of HMC-Iowa under the Rights Agreement after the effectiveness of
the reincorporation merger.
Each Right entitles the registered holder thereof, until the earlier of
August 29, 2004 (the "Final Expiration Date") and the redemption or exchange of
the Rights, to purchase from the Registrant one one-hundredth (1/100) of a share
of Series A Junior Participating Preferred Stock, without par value (the "Series
A Preferred Stock"), of the Registrant at a purchase price of $70.00, subject to
adjustment (the "Purchase Price").
The Rights are represented by the certificates for the Common Stock,
together with a copy of the Summary of Rights to Purchase Shares of Series A
Junior Participating Preferred Stock substantially in the form of Exhibit C to
the Rights Agreement (the "Summary of Rights"), will not be exercisable and will
not be transferable apart from the Common Stock until the earlier of (i) the
tenth day after a public announcement that a Person (as defined in the Rights
Agreement), other than the Registrant, any Subsidiary (as so defined) of the
Registrant, any employee benefit plan of the Registrant or any Subsidiary of the
Registrant or any entity holding shares of Common Stock for or pursuant to the
terms of any such plan, alone or together with Affiliates (as so defined) and
Associates (as so defined) of such Person (an "Acquiring Person"), has become
the Beneficial Owner (as defined in the Rights Agreement) of 15% or more of the
outstanding shares of Common Stock or (ii) the tenth business day (or such later
date as may be determined by action of the Board of Directors prior to such time
as any Person becomes an Acquiring Person) following the commencement of, or
announcement of an intention to commence, an offer the consummation of which
would result in a Person (other than the Registrant, any Subsidiary of the
Registrant, any employee benefit plan of the Registrant or any Subsidiary of the
Registrant or any entity holding shares of Common Stock for or pursuant to the
terms of any such plan) beneficially owning 15% or more of the outstanding
shares of Common Stock (the earlier of (i) or (ii) being called the
"Distribution Date").
Until the Distribution Date (or earlier redemption or expiration of the
Rights), new Common Stock certificates issued after August 29, 1994 upon
transfer or new issuance of shares of Common Stock will contain a notation
incorporating the Rights Agreement by reference. Until the Distribution Date
(or earlier redemption or expiration of the Rights), the surrender for transfer
of any Common Stock certificates outstanding as of the Record Date, even without
such notation or a copy of the Summary of Rights attached thereto, will also
constitute the transfer of the Rights associated with the shares of Common Stock
represented by such certificate. Following the Distribution Date, or, with
respect to shares of Common Stock issued on or after the Distribution Date and
prior to the earlier of the Redemption Date and the Final Expiration Date by
reason of the exercise of any option, warrant, right or conversion or exchange
privilege contained in any option, warrant, right or convertible or exchangeable
security issued by the Registrant prior to the Distribution Date (other than the
Rights), simultaneously with the issuance of such shares of Common Stock,
separate certificates for the Rights will be mailed to holders
(iii)
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of record of the shares of Common Stock as of such date. The Rights may then
begin trading separately from the shares of Common Stock.
In the event that on or after the first date of public announcement by the
Registrant or an Acquiring Person that an Acquiring Person has become such (the
"Share Acquisition Date") the Registrant is acquired in a merger or other
business combination transaction or 50% or more of its consolidated assets or
earning power are sold in one or a series of transactions (other than in the
ordinary course of business), proper provision will be made so that each holder
of a Right will thereafter have the right to receive, upon the exercise thereof
at the then current Purchase Price of the Right, that number of shares of common
stock of the acquiring company which at the time of such transaction will have a
market value of two times the Purchase Price of the Right. In the event that
any Person, together with its Affiliates and Associates, becomes the Beneficial
Owner of 15% or more of the shares of Common Stock then outstanding, proper
provision shall be made so that each holder of a Right, other than Rights
beneficially owned by the Acquiring Person (which will thereafter be void), will
thereafter have the right to receive upon exercise that number of shares of
Common Stock of the Registrant having a market value of two times the Purchase
Price of the Right. Under no circumstances may a Right be exercised following
the occurrence of an event set forth in the preceding sentence prior to the
expiration of the Registrant's right of redemption.
At any time prior to the earlier to occur of (i) the tenth business day
(subject to extension) after the Share Acquisition Date or (ii) the Final
Expiration Date, the Registrant may redeem the Rights in whole, but not in part,
at the price of $.01 per Right, appropriately adjusted to reflect any stock
split, stock dividend or similar transaction occurring after August 15, 1994
(the "Redemption Price"). The redemption of the Rights may be made effective at
such time, on such bases and with such conditions as the Board of Directors in
its sole discretion may establish. After the redemption period has expired, the
Registrant's right of redemption may be reinstated in certain instances if an
Acquiring Person reduces its beneficial ownership to 10% or less of the
outstanding shares of Common Stock of the Registrant in a transaction or series
of transactions not involving the Registrant. Promptly upon the action of the
Board of Directors of the Registrant electing to redeem the Rights, the
Registrant shall make announcement thereof, and from and after the date of such
election by the Board of Directors to redeem the Rights, the right to exercise
the Rights will terminate, and the only right of the holders of Rights will be
to receive the Redemption Price per Right.
At any time after any Person becomes an Acquiring Person and prior to the
acquisition by any Person (other than the Registrant, any Subsidiary of the
Registrant, any employee benefit plan of the Registrant or any Subsidiary of the
Registrant or any entity holding shares of Common Stock for or pursuant to the
terms of any such plan), together with all Affiliates and Associates of such
Person, of 50% or more of the outstanding shares of Common Stock of the
Registrant, the Board of Directors of the Registrant may exchange the Rights
(other than those Rights owned by the Acquiring Person or its Affiliates or
Associates which have become void), in whole or in part, at an exchange ratio of
one share of Common Stock, or one one-hundredth of a share of Series A Preferred
Stock (or of a share of a class or series of the Registrant's
(iv)
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preferred stock or common stock having equivalent rights, preferences and
privileges), per Right (subject to adjustment).
The Rights are not exercisable until the Distribution Date. The Rights
will expire on the Final Expiration Date, unless the Final Expiration Date is
extended or unless the Rights are earlier redeemed or exchanged by the
Registrant, in each case as described herein. Until a Right is exercised, the
holder thereof, as such, will have no rights as a shareholder of the Registrant,
including, without limitation, the right to vote or to receive dividends.
The Purchase Price payable, and the number of shares of Series A Preferred
Stock, Common Stock or other securities or property issuable upon exercise of
the Rights are subject to adjustment from time to time to prevent dilution (i)
in the event of a stock dividend on, or a subdivision, combination or
reclassification of, the Series A Preferred Stock, (ii) upon the grant to
holders of the shares of Series A Preferred Stock of certain rights or warrants
to subscribe for or purchase shares of Series A Preferred Stock at a price, or
securities convertible into shares of Series A Preferred Stock with a conversion
price, less than the then current market price of the shares of Series A
Preferred Stock or (iii) upon the distribution to holders of the shares of
Series A Preferred Stock of evidences of indebtedness or assets (excluding a
regular quarterly cash dividend not in excess of 125% of the rate of the last
regular quarterly cash dividend theretofore paid on, or a dividend payable in
shares of, Series A Preferred Stock) or of subscription rights or warrants
(other than those referred to above).
The number of outstanding Rights and the number of one one-hundredths of a
share of Series A Preferred Stock, Common Stock or other securities or property
issuable upon exercise of each Right are also subject to adjustment in the event
of a stock split of the Common Stock or a stock dividend on the Common Stock
payable in shares of Common Stock or subdivisions, consolidations or
combinations of the Common Stock occurring, in any such case, prior to the
Distribution Date.
Shares of Series A Preferred Stock purchasable upon exercise of the Rights
will not be redeemable. Each share of Series A Preferred Stock will be entitled
to a minimum preferential quarterly dividend payment of $.25 per share but will
be entitled to an aggregate dividend of 100 times the dividend declared per
share of Common Stock. In the event of liquidation of the Registrant, the
holders of the shares of Series A Preferred Stock will be entitled to a minimum
preferential liquidation payment of $1.00 per share, plus an amount equal to
accrued and unpaid dividends and distributions thereon, whether or not declared,
to the date of such payment, provided that the holders of the shares of Series A
Preferred Stock shall be entitled to an aggregate payment of 100 times the
payment made per share of Common Stock, as adjusted to reflect any dividend on
the Common Stock payable in shares of Common Stock or any subdivision,
combination or reclassification of the Common Stock. Each share of Series A
Preferred Stock will have 100 votes and vote together with the Common Stock.
Finally, in the event of any merger, consolidation or other transaction in which
shares of Common Stock are exchanged, each share of Series A Preferred Stock
will be entitled to receive 100 times the
(v)
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amount received per share of Common Stock. These rights are protected by
customary antidilution provisions.
Because of the nature of the dividend, liquidation and voting rights of the
Series A Preferred Stock, the value of the one one-hundredth interest in a share
of Series A Preferred Stock purchasable upon exercise of each Right should
approximate the value of one share of Common Stock.
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional shares of Common Stock or Series A Preferred
Stock will be issued (other than fractions which are integral multiples of one
one-hundredth of a share of Series A Preferred Stock) and in lieu thereof, an
adjustment in cash will be made based on the market price of the Common Stock or
Series A Preferred Stock on the last trading day prior to the date of exercise.
The terms of the Rights may be amended by the Board of Directors of the
Registrant in any manner (including to shorten or lengthen any time period such
as the redemption period) at any time prior to the Distribution Date and
thereafter by the Board in certain respects, including: (a) generally to shorten
or lengthen any time period, PROVIDED, HOWEVER, that the Rights Agreement cannot
be amended to lengthen (i) any time period unless (A) approved by a majority of
the Disinterested Directors (as defined in the Rights Agreement) and (B) such
lengthening is for the benefit of the holders of the Rights or (ii) a time
period for redemption at such time as the Rights are not then redeemable; and
(b) other amendments not adverse to the interests of holders of the Rights.
One Right was distributed to shareholders of the Registrant for each share
of Common Stock owned of record by them on August 29, 1994. In addition, Rights
will be issued (unless the Board of Directors otherwise provides) with each
share of Common Stock issued before or after the Distribution Date upon the
conversion of convertible securities or the exercise of options issued or
granted prior to the Distribution Date.
The Rights have certain antitakeover effects. The Rights may cause
substantial dilution to a person or group that attempts to acquire the
Registrant on terms not approved by the Board of Directors of the Registrant.
The Rights should not interfere with any merger or other business combination
approved by the Board of Directors because the Rights may be redeemed by the
Registrant at $.01 per Right as described above.
The Rights Agreement specifying the terms of the Rights is incorporated
herein by reference. The foregoing description of the Rights and the Series A
Preferred Stock is qualified in its entirety by reference to such exhibit.
(vi)
