SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
WOOLWORTH CORPORATION
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(Exact name of registrant as specified in its charter)
New York 13-3513936
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(State of Incorporation or Organization) (IRS Employer
Identification No.)
233 Broadway
New York, New York 10279
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which each class is
to be so registered to be registered
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Preferred Stock Purchase New York Stock Exchange, Inc.
Rights
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
ITEM 1. Description of Securities To Be Registered
SUMMARY OF RIGHTS TO PURCHASE
PREFERRED STOCK
On March 11, 1998, the Board of Directors of Woolworth
Corporation (the "Company") declared a dividend distribution of one Right
for each outstanding share of Company Common Stock to stockholders of
record at the close of business on April 14, 1998 (the "Record Date"). Each
Right entitles the registered holder to purchase from the Company a unit
consisting of one two-hundredth of a share (a "Unit") of Series B
Participating Preferred Stock, par value $1.00 per share (the "Preferred
Stock") at a Purchase Price of $100 per Unit, subject to adjustment. The
description and terms of the Rights are set forth in a Rights Agreement
(the "Rights Agreement") between the Company and First Chicago Trust
Company of New York, as Rights Agent.
Initially, the Rights will be attached to all Common Stock
certificates representing shares then outstanding, and no separate Rights
Certificates will be distributed. Subject to certain exceptions specified
in the Rights Agreement, the Rights will separate from the Common Stock and
a Distribution Date will occur upon the earlier of (i) the close of
business on the tenth business day following a public announcement that a
person or group of affiliated or associated persons that constitutes an
"Interested Shareholder," as defined in Section 912 of the New York
Business Corporation Law (an "Acquiring Person") has become such (the
"Stock Acquisition Date"), or (ii) the close of business on the tenth
business day (or such later date as the Board shall determine) following
the commencement of a tender offer or exchange offer that would result in a
person or group becoming an Acquiring Person. Until the Distribution Date,
(i) the Rights will be evidenced by the Common Stock certificates and will
be transferred with and only with such Common Stock certificates, (ii) new
Common Stock certificates issued after the Record Date will contain a
notation incorporating the Rights Agreement by reference and (iii) the
surrender for transfer of any certificates for Common Stock outstanding
will also constitute the transfer of the Rights associated with the Common
Stock represented by such certificate. Pursuant to the Rights Agreement,
the Company reserves the right to require prior to the occurrence of a
Triggering Event (as defined below) that, upon any exercise of Rights, a
number of Rights be exercised so that only whole shares of Preferred Stock
will be issued.
The Rights are not exercisable until the Distribution Date and
will expire at 5:00 P.M. (New York City time) on April 14, 2008 (unless
extended prior thereto by the Board of Directors), or earlier if redeemed
or exchanged by the Company as described below.
As soon as practicable after the Distribution Date, Rights
Certificates will be mailed to holders of record of the Common Stock as of
the close of business on the Distribution Date and, thereafter, the
separate Rights Certificates alone will represent the Rights. Except as
otherwise determined by the Board of Directors, only shares of Common Stock
issued prior to the Distribution Date will be issued with Rights.
In the event that a Person becomes an Acquiring Person, except
pursuant to an offer for all outstanding shares of Common Stock which the
Board of Directors determines not to be inadequate and to otherwise be in
the best interests of the Company and its stockholders, after receiving
advice from one or more investment banking firms (a "Qualified Offer"),
each holder of a Right will thereafter have the right to receive, upon
exercise, Common Stock (or, in certain circumstances, cash, property or
other securities of the Company) having a value equal to two times the
exercise price of the Right. The Exercise Price is the Purchase Price times
the number of shares of Common Stock associated with each Right.
Notwithstanding any of the foregoing, following the occurrence of the event
set forth in this paragraph, all Rights that are, or (under certain
circumstances specified in the Rights Agreement) were, beneficially owned
by any Acquiring Person will be null and void. However, Rights are not
exercisable following the occurrence of the event set forth above until
such time as the Rights are no longer redeemable by the Company as set
forth below.
For example, at an exercise price of $100 per Right, each Right
not owned by an Acquiring Person (or by certain related parties) following
an event set forth in the preceding paragraph would entitle its holder to
purchase $200 worth of Common Stock (or other consideration, as noted
above) for $100. Assuming that the Common Stock had a per share value of
$237/8 at such time, the holder of each valid Right would be entitled to
purchase 8 shares of Common Stock for $100.
In the event that, at any time following the Stock Acquisition
Date, (i) the Company engages in a merger or other business combination
transaction in which the Company is not the surviving corporation (other
than with an entity which acquired the shares pursuant to a Qualified
Offer), (ii) the Company engages in a merger or other business combination
transaction in which the Company is the surviving corporation and the
Common Stock of the Company is changed or exchanged, or (iii) 50% or more
of the Company's assets, cash flow or earning power is sold or transferred,
each holder of a Right (except Rights which have previously been voided as
set forth above) shall thereafter have the right to receive, upon exercise,
common stock of the acquiring company having a value equal to two times the
exercise price of the Right. The events set forth in this paragraph and in
the second preceding paragraph are referred to as the "Triggering Events."
At any time after a person becomes an Acquiring Person and
prior to the acquisition by such person or group of fifty percent (50%) or
more of the outstanding Common Stock, the Board may exchange the Rights
(other than Rights owned by such person or group which have become void),
in whole or in part, at an exchange ratio of one share of Common Stock, or
one two-hundredth of a share of Preferred Stock (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).
The Purchase Price payable, and the number of Units of
Preferred 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 Preferred Stock, (ii) if holders of the Preferred
Stock are granted certain rights or warrants to subscribe for Preferred
Stock or convertible securities at less than the current market price of
the Preferred Stock, or (iii) upon the distribution to holders of the
Preferred Stock of evidences of indebtedness or assets (excluding regular
quarterly cash dividends) or of subscription rights or warrants (other than
those referred to above).
With certain exceptions, no adjustment in the Purchase Price
will be required until cumulative adjustments amount to at least 1% of the
Purchase Price. No fractional Units will be issued and, in lieu thereof, an
adjustment in cash will be made based on the market price of the Preferred
Stock on the last trading date prior to the date of exercise.
At any time until the close of business on the tenth business
day following the Stock Acquisition Date, the Company may redeem the Rights
in whole, but not in part, at a price of $.01 per Right (payable in cash,
Common Stock or other consideration deemed appropriate by the Board of
Directors). Immediately upon the action of the Board of Directors ordering
redemption of the Rights, the Rights will terminate and the only right of
the holders of Rights will be to receive the $.01 redemption price. The
foregoing notwithstanding, the Rights generally may not be redeemed for one
hundred eighty (180) days following a change in a majority of the Board of
Directors as a result of a proxy contest.
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. While the
distribution of the Rights will not be taxable to stockholders or to the
Company, stockholders may, depending upon the circumstances, recognize
taxable income in the event that the Rights become exercisable for Common
Stock (or other consideration) of the Company or for common stock of the
acquiring company or in the event of the redemption of the Rights as set
forth above.
Any of the provisions of the Rights Agreement may be amended by
the Board of Directors of the Company prior to the Distribution Date. After
the Distribution Date, the provisions of the Rights Agreement may be
amended by the Board in order to cure any ambiguity, to make changes which
do not adversely affect the interests of holders of Rights, or to shorten
or lengthen any time period under the Rights Agreement; provided, however,
that no amendment may be made at such time as the Rights are not
redeemable.
As of March 27, 1998, there were 135,200,799 shares of Common
Stock of the Company outstanding and 19,350 shares of Common Stock of the
Company in the treasury. As of March 27, 1998, there were 23,921,428 shares
of Common Stock reserved for issuance. Each share of Common Stock of the
Company outstanding at the Close of Business on April 14, 1998, will
receive one Right. So long as the Rights are attached to the Common Stock,
one additional Right (as such number may be adjusted pursuant to the
provisions of the Rights Agreement) shall be deemed to be delivered for
each share of Common Stock issued or transferred by the Company in the
future. In addition, following the Distribution Date and prior to the
expiration or redemption of the Rights, the Company may issue Rights when
it issues Common Stock only if the Board deems it to be necessary or
appropriate, or in connection with the issuance of shares of Common Stock
pursuant to the exercise of stock options or under employee plans or upon
the exercise, conversion or exchange of certain securities of the Company.
There are 1,000,000 shares of Preferred Stock initially reserved for
issuance upon exercise of the Rights.
The Rights may have certain anti-takeover effects. The Rights
will cause substantial dilution to a person or group that attempts to
acquire the Company in a manner which causes the Rights to become discount
Rights unless the offer is conditional on a substantial number of Rights
being acquired. The Rights, however, should not affect any prospective
offeror willing to make an offer at a fair price and otherwise in the best
interests of the Company and its stockholders as determined by a majority
of the Directors who are not affiliated with the person making the offer,
or willing to negotiate with the Board. The Rights should not interfere
with any merger or other business combination approved by the Board since
the Board may, at its option, at any time until ten business days following
the Stock Acquisition Date redeem all but not less than all of the then
outstanding Rights at the Redemption Price.
The Rights Agreement, dated as of March 11, 1998, between the
Company and First Chicago Trust Company of New York, as Rights Agent,
specifying the terms of the Rights is attached hereto as an exhibit and is
incorporated herein by reference. The foregoing description of the Rights
is qualified in its entirety by reference to such exhibit. A Certificate of
Incorporation setting forth the terms of the Preferred Stock was filed with
the Secretary of State of the State of New York on April 7, 1989.
ITEM 2. Exhibits.
Exhibit Description Page
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1 Rights Agreement, dated as of March 11, 1998 between
Woolworth Corporation and First Chicago Trust Company
of New York, as Rights Agent, including the form of
Rights Certificate as Exhibit A and the Summary of
Rights to Purchase Preferred Stock. Pursuant to the
Rights Agreement, printed Rights Certificates will
not be mailed until after the Distribution Date (as
such term is defined in the Rights Agreement).
(Incorporated by reference to Exhibit No.4 to the
Current Report on Form 8-K of Woolworth Corporation,
dated March 11, 1998)
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, hereunto duly
authorized.
Dated: April 3, 1998 WOOLWORTH CORPORATION
By: /s/ Gary M. Bahler
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Name: Gary M. Bahler
Title: Vice President, General
Counsel and Secretary
