SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF
THE SECURITIES EXCHANGE ACT OF 1934
JOHN ALDEN FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 59-2840712
(State of incorporation or organization) (IRS Employer Identification)
7300 Corporate Center Drive, Miami, Florida 33126-1223
(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
Preferred Share Purchase Rights New York Stock Exchange
Boston Stock Exchange
Securities to be registered pursuant to Section 12(g) of the
Act:
None
(Title of Class)
Page 1 of 6<PAGE>
Item 1. Description Securities To Be Registered.
On December 13, 1996, the Board of Directors of John
Alden Financial Corporation (the "Company") declared a dividend
of one preferred share purchase right (a "Right") for each
outstanding share of common stock, par value $.01 per share of
the Company. The dividend is payable on December 31, 1996 (the
"Record Date") to the stockholders of record on that date.
Each Right entitles the registered holder to purchase from the
Company one one-hundredth of a share of Series A, Junior
Participating Preferred Stock, par value $.01 per share (the
"Preferred Shares"), of the Company at a price of $75.00 per
one one-hundredth Preferred Share (the "Purchase Price"),
subject to adjustment. The description and terms of the Rights
are set forth in a Rights Agreement (the "Rights Agreement")
between the Company and ChaseMellon Shareholder Services,
L.L.C., as Rights Agent (the "Rights Agent").
Until the earlier to occur of (i) 10 days following a
public announcement that a person or group of affiliated or
associated persons (an "Acquiring Person") have acquired
beneficial ownership of 10% or more of the outstanding Common
Shares or (ii) 10 business days (or such later date as may be
determined by action of the Board of Directors prior to such
time as any person or group of affiliated persons becomes an
Acquiring Person) following the commencement of, or announce-
ment if an intention to make a tender offer or exchange offer
the consummation of which would result in the beneficial
ownership by a person or group of 10% or more of the out-
standing Common Shares (the earlier of such dates being called
the "Distribution Date"), the Rights will be evidenced, with
respect to any of the Common Share certificates outstanding as
of the Record Date, by such Common Share certificate with a
copy of this Summary of Rights attached thereto.
The Rights Agreement provides that, until the Dis-
tribution Date (or earlier redemption or expiration of the
Rights), the Rights will be transferred with and only with the
Common Shares. Until the Distribution Date (or earlier
redemption or expiration of the Rights), new Common Share
certificates issued after the Record Date upon transfer or new
issuance of Common Shares 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 certificates for Common Shares
outstanding as of the Record Date, even without such notation
or a copy of this Summary of Rights being attached thereto,
will also constitute the transfer of the Rights associated with
the Common Shares represented by such certificate. As soon as
practicable following the Distribution Date, separate
certificates evidencing the Rights ("Right Certificates") will
be mailed to holders of record of the Common Shares as of the
close of business on the Distribution Date and such separate
Right Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution
Date. The Rights will expire on December 31, 2006 (the "Final
Expiration Date"), unless the Final Expiration Date is extended
or unless the Rights are earlier redeemed or exchanged by the
Company, in each case, as described below.
The Purchase Price payable, and the number of Pre-
ferred Shares 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
Preferred Shares, (ii) upon the grant to holders of the Pre-
ferred Shares of certain rights or warrants to subscribe for or
purchase Preferred Shares
Page 2 of 6<PAGE>
at a price, or securities convertible into Preferred Shares
with a conversion price, less than the then-current market
price of the Preferred Shares or (iii) upon the distribution to
holders of the Preferred Shares of evidences of indebtedness or
assets (excluding regular periodic cash dividends paid out of
earnings or retained earnings or dividends payable in Preferred
Shares) 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 Preferred Share issuable upon exercise
of each Right are also subject to adjustment in the event of a
stock split of the Common Shares or a stock dividend on the
Common Shares payable in Common Shares or subdivisions,
consolidations or combinations of the Common Shares occurring,
in any such case, prior to the Distribution Date.
Preferred Shares purchasable upon exercise of the
Rights will not be redeemable. Each Preferred Share will be
entitled to a minimum preferential quarterly dividend payment
of $1 per share but will be entitled to an aggregate dividend
of 100 times the dividend declared per Common Share. In the
event of liquidation, the holders of the Preferred Shares will
be entitled to a minimum preferential liquidation payment of
$100 per share but will be entitled to an aggregate payment of
100 times the payment made per Common Share. Each Preferred
Share will have 100 votes, voting together with the Common
Shares. Finally, in the event of any merger, consolidation or
other transaction in which Common Shares are exchanged, each
Preferred Share will be entitled to receive 100 times the
amount received per Common Share. These rights are protected by
customary antidilution provisions.
Because of the nature of the Preferred Shares, div-
idend, liquidation and voting rights, the value of the one one-
hundredth interest in a Preferred Share purchasable upon
exercise of each Right should approximate the value of one
Common Share.
In the event that the Company is acquired in a merger
or other business combination transaction or 50% or more of its
consolidated assets or earning power are sold after a person or
group has become an Acquiring Person, 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
exercise 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 exercise
price of the Right. In the event that any person or group of
affiliated or associated persons becomes an Acquiring Person,
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 Common Shares having a
market value of two times the exercise price of the Right.
At any time after any person or group becomes an
Acquiring Person and prior to the acquisition by such person or
group of 50% or more of the outstanding Common Shares, the
Board of Directors of the Company may exchange the Rights
(other than Rights owned by such person or group which will
have become void), in whole or in part, at an exchange ratio of
one Common Share, or one one-hundredth of a Preferred Share (or
of a share of a class or series of the Company's preferred
stock having equivalent rights, preferences and privileges),
per Right (subject to adjustment).
Page 3 of 6<PAGE>
With certain exceptions, no adjustment in the Pur-
chase Price will be required until cumulative adjustments
require an adjustment of at least 1% in such Purchase Price.
No fractional Preferred Shares will be issued (other than
fractions which are integral multiples of one one-hundredth of
a Preferred Share, which may, at the election of the Company,
be evidenced by depositary receipts) and in lieu thereof, an
adjustment in cash will be made based on the market price of
the Preferred Shares on the last trading day prior to the date
of exercise.
At any time prior to the acquisition by a person or
group of affiliated or associated persons of beneficial own-
ership of 10% or more of the outstanding Common Shares, the
Board of Directors of the Company may redeem the Rights in
whole, but not in part, at a price of $.01 per Right (the
"Redemption Price"). The redemption of the Rights may be made
effective at such time on such basis with such conditions as
the Board of Directors in its sole discretion may establish.
Immediately upon any redemption of 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.
The terms of the Rights may be amended by the Board
of Directors of the Company without the consent of the holders
of the Rights, except that from and after such time as any
person or group of affiliated or associated persons becomes an
Acquiring Person no such amendment may adversely affect the
interests of the holders of the Rights.
Until a Right is exercised, the holder thereof, as
such, will have no rights as a stockholder of the Company,
including, without limitation, the right to vote or to receive
dividends.
The Rights Agreement, dated as of December 16, 1996,
between the Company and ChaseMellon Shareholder Services,
L.L.C., as Rights Agent, pursuant to which the Rights were
issued, is attached hereto as Exhibit 1.1. The foregoing
summary of the Rights does not purport to be complete and is
qualified in its entirety by reference to such exhibit, which
is hereby incorporated herein by this reference in its
entirety.
Item 2. Exhibits.
1.1 Rights Agreement, dated as of December 16, 1996,
between John Alden Financial Corporation and
ChaseMellon Shareholder Services, L.L.C., which
includes the form of Right Certificate as
Exhibit A and the Summary of Rights to Purchase
Common Shares as Exhibit B (incorporated by
reference to Exhibit 1.1 to the Company's
Registration Statement on Form 8-K filed on
December 20, 1996).
Page 4 of 6<PAGE>
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.
Dated: December 20, 1996
JOHN ALDEN FINANCIAL CORPORATION
By:/s/ Michael P. Andersen
Name: Michael P. Andersen
Title: Senior Vice President,
General
Counsel & Secretary
Page 5 of 6<PAGE>
EXHIBIT LIST
Page No.
1.1 Rights Agreement, dated as of
December 16, 1996, between John Alden
Financial Corporation and ChaseMellon
Shareholder Services, L.L.C., which
includes the form of Right
Certificate as Exhibit A and the
Summary of Rights to Purchase Common
Shares as Exhibit B (incorporated by
reference to Exhibit 1.1 to the
Company's Registration Statement on
Form 8-K filed on December 20, 1996).
