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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 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 3
Fibreboard Corporation
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(Exact name of registrant as specified in its charter)
Delaware 94-0751580
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(State of incorporation or organization) (I.R.S. Employer
Identification No.)
2200 Ross Avenue, Suite 3600
Dallas, Texas 75201
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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 Share Purchase Rights American Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
On May 27, 1997, Fibreboard Corporation (the "Company"), Owens Corning ("Owens
Corning"), and Sierra Corp. ("Sierra"), entered into an Agreement and Plan of
Merger, dated as of May 27, 1997 (the "Merger Agreement"), providing, among
other things, for Sierra to make an offer (the "Offer") to acquire all
outstanding shares of common stock, par value $.01 per share (the "Common
Shares"), together with the associated Rights (as defined below) of the Company
and for the subsequent Merger (the "Merger") of Sierra with and into the
Company.
On such date, in connection with the Merger Agreement, the Company executed
Amendment No. 2 (the "Rights Amendment") to the Rights Agreement, dated as of
August 25, 1988 and amended on February 11, 1994, between the Company and The
First National Bank of Boston, as the successor Rights Agent (the "Rights
Agent"). The Rights Amendment provides that, so long as the Merger Agreement has
not been terminated pursuant to the terms thereof, neither Owens Corning nor any
affiliates of Owens Corning shall be deemed to be an "Acquiring Person," and
that no "Distribution Date" (as such terms are defined in the Rights Agreement)
shall be deemed to have occurred, solely by reason of the execution, delivery or
performance of the Merger Agreement or the announcement, making or consummation
of the Offer, the acquisition of Common Shares pursuant to the Offer or the
Merger, the consummation of the Merger or any other transactions contemplated by
the Merger Agreement.
In addition, the Rights Amendment provides that the Rights are exercisable at or
prior to the earliest of (i) the close of business on February 11, 2004, (ii)
the time at which the Rights are redeemed as provided in Section 23 of the
Rights Agreement, (iii) the time at which the Rights are exchanged as provided
in Section 24 of the Rights Agreement or (iv) immediately prior to the Effective
Time of the Merger (as defined in the Merger Agreement). A summary of the Rights
as amended follows.
SUMMARY OF RIGHTS
On August 25, 1988, the Board of Directors of the Company declared a
dividend of one preferred share purchase right (a "Right") for each Common Share
then outstanding. The dividend was payable on September 9, 1988 (the "Record
Date") to the stockholders of record on that date. Each Right entitles the
registered holder to purchase from the Company one two-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 $53.00 per one two-hundredth
of a Preferred Share (the "Purchase Price"), subject to adjustment. The
description and terms of the Rights are set forth in the Rights Agreement.
Until the earlier to occur of (i) the tenth day after the first public
announcement that a person or group of affiliated or associated persons have
become an Acquiring Person (as such term is defined below) or (ii) the tenth
business day (or such later date as may be determined by action of the Board
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of Directors prior to such time as any Person becomes an Acquiring Person)
following the commencement of, or announcement of an intention to make, a tender
offer or exchange offer the consummation of which would result in a person or
group becoming an Acquiring Person (the earlier of such dates being called the
"Distribution Date"), the Rights will be evidenced by the certificates for
Common Shares. The term "Acquiring Person" is defined for purposes of the Rights
Agreement as any person or group of affiliated or associated persons who
beneficially own 15% or more of the Common Shares of the Company then
outstanding, subject to certain exceptions specified in the Rights Agreement.
Notwithstanding the foregoing, so long as the Merger Agreement has not been
terminated pursuant to the terms thereof, neither Owens Corning nor any
affiliates of Owens Corning shall be deemed to be an "Acquiring Person," and no
"Distribution Date" shall be deemed to have occurred solely by reason of the
execution, delivery or performance of the Merger Agreement or the announcement,
making or consummation of the Offer, the acquisition of Common Shares pursuant
to the Offer or the Merger, the consummation of the Merger or any other
transactions contemplated by the Merger Agreement.
The Rights Agreement provides that, until the Distribution Date, 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 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 at the earliest of the close of business on February 11, 2004 (the
"Final Expiration Date") and immediately prior to the Effective Time of the
Merger (as such term is defined in the Merger Agreement), unless the Final
Expiration Date is extended or unless the Rights are earlier redeemed by the
Company, (in each case as described below).
The Purchase Price payable, and the number of Preferred 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 Preferred Shares of
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certain rights or warrants to subscribe for or purchase Preferred Shares 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 two-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' dividend, liquidation
and voting rights, the value of the one two-hundredth interest in a Preferred
Share purchasable upon exercise of each Right should approximate the value of
one Common Share.
In the event that any person or group of affiliated or associated
persons becomes an Acquiring Person each holder of a Right, other than Rights
beneficially owned by the Acquiring Person (which become void), will thereafter
have the right to receive upon exercise that number of Common Shares (or, in
certain circumstances, cash, other securities or property) having a market value
of two times the Purchase Price of the Right (such right, a "flip-in" right).
In the event that after the time any person or group of affiliated or
associated persons becomes an Acquiring Person, (i) the Company merges with or
into another person, (ii) any person consolidates or merges with or into the
Company and the Common Shares are changed into or exchanged for securities of
another
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person (or the Company) or cash or other property, or (iii) the Company sells or
transfers assets or earning power aggregating 50% or more of the assets or
earning power of the Company and its subsidiaries taken as a whole, then proper
provision will be made so that each holder of a Right, other than Rights that
have become void, shall have the right to receive upon exercise that number of
common shares of the Principal Party (as defined below) to such consolidation,
merger, sale or transfer having a market value equal to two times the Purchase
Price (such right, a "flip-over" right). The "Principal Party" is defined for
purposes of the Rights Agreement as (i) in the case of a merger or
consolidation, the person that is the issuer of the shares into which Common
Shares are converted or, if no shares are so issued, the other party to such
transaction or the survivor of such merger or the person resulting from such
consolidation, and (ii) in the case of a sale of assets or earning power, the
person receiving the greatest portion of such assets; provided, however, that if
more than one person issues such shares, is a survivor in such merger or
receives such assets, the "Principal Party" shall be the issuer, survivor or
recipient of the common shares of which have the greatest aggregate market
value, or in the case of a sale of assets or earning power, the recipient of the
greatest portion of the assets or earning power transferred pursuant to such
transaction, in each case, subject to certain exceptions.
At any time after a person or group of affiliated or associated
persons 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 become void), in whole or in part, at an exchange ratio of one
Common Share, or one two-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).
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 Preferred Shares will be issued (other than
fractions which are integral multiples of one two-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 time a person or group of affiliated or
associated persons becomes an Acquiring Person, 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 and 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
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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 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 have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
on terms not approved by the Company's Board of Directors. The Rights should
not interfere with any merger or other business combination approved by the
Board of Directors since the Rights may be redeemed by the Company at the
Redemption Price prior to the time that a person or group becomes an Acquiring
Person.
A copy of the Rights Agreement has been filed as an Exhibit to the
Company's Registration Statement on Form 8-A. This summary description of the
rights does not purport to be complete and is qualified in its entirety by
reference to the Rights Agreement, which is incorporated in this summary
description by reference. All capitalized terms not defined herein shall have
the meanings ascribed to them in the Rights Agreement, as amended.
ITEM 2. EXHIBITS.
1. Rights Agreement, dated as of August 25, 1988, between the Company and
Bank of America N.T. & S.A., which includes the Certificate of
Designations for the Series A Junior Participating Preferred Stock as
Exhibit A, the form of Right Certificate as Exhibit B and the Summary
of Rights to Purchase Preferred Shares as Exhibit C. Pursuant to the
Rights Agreement, printed Rights Certificates will not be mailed until
as soon as practicable after the earlier of the tenth day after public
announcement that a person or group has acquired beneficial ownership
of 15% or more of the Common Shares or the tenth business day (or such
later date as may be determined by action of the Board of Directors)
after a person commences, or announces its intention to commence, a
tender offer or exchange offer the consummation of which would result
in the beneficial ownership by a person or group of 15% or more of the
Common Shares. (Incorporated by reference to Exhibit 1
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to the Company's Registration Statement on Form 8-A filed on September
1, 1988).
2. Amendment No. 1 to Rights Agreement, dated as of February 11, 1994,
between the Company and The First National Bank of Boston.
(Incorporated by reference to Exhibit 2 to the Company's Registration
Statement on Form 8-A/A filed on February 15, 1994).
3. Amendment No. 2 to Rights Agreement, dated as of May 27, 1997, between
the Company and The First National Bank of Boston. (Incorporated by
reference to Exhibit 3 to the Company's Registration Statement on Form
8-A/A filed on May 29, 1997).
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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 amendment to the registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized.
FIBREBOARD CORPORATION
DATED: May 30, 1997 By: /s/ Donald F. McAleenan
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Name: Donald F. McAleenan
Title: Vice President and Deputy
General Counsel
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EXHIBIT INDEX
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Exhibit No. Description Page No.
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1 Rights Agreement, dated as of
August 25, 1988, between the
Company and Bank of America N.T. &
S.A., which includes the
Certificate of Designations for
the Series A Junior Participating
Preferred Stock as Exhibit A, the
form of Right Certificate as
Exhibit B and the Summary of
Rights to Purchase Preferred
Shares as Exhibit C. Pursuant to
the Rights Agreement, printed
Rights Certificates will not be
mailed until as soon as
practicable after the earlier of
the tenth day after public
announcement that a person or
group has acquired beneficial
ownership of 15% or more of the
Common Shares or the tenth
business day (or such later date
as may be determined by action of
the Board of Directors) after a
person commences, or announces its
intention to commence, a tender
offer or exchange offer the
consummation of which would result
in the beneficial ownership by a
person or group of 15% or more of
the Common Shares. (Incorporated
by reference to Exhibit 1 to the
Company's Registration Statement
on Form 8-A filed on September 1,
1988).
2. Amendment No. 1 to Rights Agreement,
dated as of February 11, 1994, between
the Company and The First National
Bank of Boston. (Incorporated by
reference to Exhibit 2 to the Company's
Registration Statement on Form 8-A/A
filed on February 15, 1994).
3 Amendment No. 2 to Rights
Agreement, dated as of May 27,
1997, between the Company and The
First National Bank of Boston.
(Incorporated by reference to Exhibit
3 to the Company's Registration
Statement on Form 8-A/A filed on
May 29, 1997).
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