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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 12(g) OF THE
THE SECURITIES EXCHANGE ACT OF 1934
RUBBERMAID INCORPORATED
(Exact Name of Registrant as Specified in its Charter)
OHIO 34-0628700
(State of Incorporation) (I.R.S. Employer Identification No.)
1147 AKRON ROAD
WOOSTER, OHIO 44691-6000
(Address of principal executive offices)
If this Form relates to the If this Form relates to the
registration of a class of registration of a class of
debt securities and is debt securities and is to
effective upon filing pursuant become effective
to General Instruction A(c)(1) simultaneously with the
please check the following effectiveness of a concurrent
box. [ ] 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(b) of the Act:
Title of Each Class Name of Exchange on Which Each
to be so Registered Class is to be Registered
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Rights to Purchase Common New York Stock Exchange
Shares
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.
On June 25, 1996, the Directors of Rubbermaid Incorporated
(the "Company") declared a dividend distribution of one right (a "Right") for
each outstanding Common Share, $1.00 par value (the "Common Shares"), of the
Company. The Rights will issue at the close of business on July 8, 1996 (the
"Record Date") to the shareholders of record on that date. The terms of the
Rights are set forth in a Rights Agreement, dated June 25, 1996, between the
Company and The First National Bank of Boston, a national banking association
(the "Rights Agent").
Each Right entitles the registered holder to purchase from the
Company one Common Share at a price of $125.00 per share (the "Purchase Price"),
subject to adjustment. The Rights will expire on June 25, 2006, unless earlier
redeemed by the Company as described below.
Until the Distribution Date (as described below), the Rights
will be evidenced by the Common Share certificates. 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), (i) new Common Share certificates
issued upon transfer or new issuance of Common Shares will contain a notation
incorporating the Rights Agreement by reference, and (ii) the surrender for
transfer of any certificates for Common Shares will also constitute the transfer
of the Rights associated with the Common Shares represented by such certificate.
The Rights are not exercisable until the earliest to occur of
(i) 10 days following a public announcement by the Company that a person or
group of affiliated or associated persons (an "Acquiring Person") has acquired,
or obtained the right to acquire, beneficial ownership of 10% or more of the
outstanding Common Shares (or such later date as the Directors may specify),
(ii) 10 days (or such later date as the Directors may specify) following the
commencement of a tender offer or exchange offer for 10% or more of such
outstanding Common Shares or (iii) 10 days following a public announcement by
the Company that a Triggering Event (as described below) has occurred (the
earliest of such dates being hereinafter called the "Distribution Date"),
provided, however, that a person shall not be an Acquiring Person (i) if such
person has reported or is required to report such ownership of less than 15% of
the Common Shares then outstanding on Schedule 13G under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), or (ii) if such person has
reported or is required to report such ownership on Schedule 13D under the
Exchange Act, which Schedule 13D does not state any intention to, or reserve the
right to, control or influence the Company or engage in certain other actions,
and upon the Company's request, such person certifies to the Company that such
person acquired Common Shares in excess of 9.9%
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inadvertently and such person, together with its affiliates and associates,
thereafter does not acquire additional Common Shares while the beneficial owner
of 10% or more of the Common Shares outstanding.
As soon as practicable following the Distribution Date,
separate certificates evidencing the Rights (the "Rights 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 Rights Certificates will thereafter
evidence the Rights.
The Purchase Price payable upon exercise of the Rights, and
the number of Common Shares or other securities or property issuable upon
exercise, 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 Common Shares, (ii) upon the grant to holders of the
Common Shares of certain rights, options, or warrants to subscribe for Common
Shares or convertible securities at less than the current market price of the
Common Shares, or (iii) upon the distribution to holders of the Common Shares of
evidences of indebtedness or cash (excluding regular periodic cash dividends at
a rate not in excess of 125% of the rate of the last cash dividend theretofore
paid), assets, stock (other than dividends payable in Common Shares) 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 require an adjustment of at least
1% in such Purchase Price.
In the event that (i) an Acquiring Person merges into the
Company and the Company's Common Shares are not changed or exchanged, (ii) an
Acquiring Person acquires, or obtains the rights to acquire, beneficial
ownership of 15% or more of the outstanding Common Shares, or (iii) an Acquiring
Person engages in one of a number of other self-dealing transactions specified
in the Rights Agreement (collectively, a "Flip-In Event"), proper provision
shall be made so that each holder of a Right will thereafter have the right to
receive, upon exercise thereof at the then current exercise price of the Right,
that number of Common Shares having a market value of two times the exercise
price of the Right.
In the event that (i) the Company engages in a merger or other
business transaction in which the Company is not the surviving corporation, (ii)
the Company engages in a merger or other business combination transaction in
which its Common Shares are changed or exchanged, or (iii) 50% or more of the
Company's assets or earning power are sold, (collectively a "Flip-Over Event";
"Flip-In Events and Flip-Over Events" are referred to collectively as
"Triggering Events"), proper provision shall be made so that each holder of a
Right shall thereafter have the
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right to receive, upon the exercise thereof at the then current exercise price
of the Right, that number of shares of common stock (or, under certain
circumstances, an economically equivalent security or securities) of the
surviving, resulting or acquiring person which at the time of such transaction
would have a market value of two times the exercise price of the Right.
Rights that are or were beneficially owned by an Acquiring
Person shall be void after the later of the Distribution Date or the first
occurrence of a Flip-In Event.
The Directors may, at their option, at any time after the
latter of the Distribution Date or the first occurrence of a Triggering Event
and prior to the time that a person or group has acquired or obtained the right
to acquire 50% or more of the outstanding Common Shares, exchange all or part of
the exercisable Rights for Common Shares at an exchange ratio of one Common
Share per Right, subject to adjustment.
No fractional shares will be issued and in lieu thereof,
payment in cash will be made based on the market price of the Common Shares on
the last trading day prior to the date of exercise.
Prior to June 25, 2006, at any time prior to the later of (i)
the Distribution Date or (ii) the date of the first occurrence of a Triggering
Event, the Directors may redeem the Rights in whole, but not in part, at a price
of $.01 per Right, payable in cash, Common Shares or other consideration (the
"Redemption Price"). Immediately upon the effective date of the action of the
Directors of the Company electing 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.
Until a Right is exercised, the holder thereof, as such, will
have no rights as a shareholder of the Company, including, without limitation,
the right to vote or to receive dividends.
The Rights Agreement may be amended by the Company and the
Rights Agent without the approval of any holders of Rights at any time and from
time to time, provided that after the Distribution Date, the amendment will not
adversely affect the interests of holders of Rights, and no such amendment shall
decrease the Redemption Price or the period of time remaining until the Final
Expiration Date or modify a time period relating to when Rights may be redeemed
at such time as the Rights are not then redeemable.
A copy of the Rights Agreement has been filed with the
Securities and Exchange Commission as an Exhibit to a Current
Report on Form 8-K dated June 27, 1996. A copy of the Rights
Agreement is available free of charge from the Company. This
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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 hereby
incorporated herein by reference.
Item 2. Exhibits
The following exhibit required in accordance with Part I to the
Instructions as to exhibits on Form 8-A have been duly filed with the New York
Stock Exchange, Inc.:
1. Rights Agreement, dated June 25, 1996, between Rubbermaid
Incorporated and the First National Bank of Boston, a national
banking association, as Rights Agent, and exhibits thereto,
incorporated by reference to Exhibit 4.1 of the Company's
Current Report on Form 8-K dated June 27, 1996.
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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, thereunto duly authorized.
RUBBERMAID INCORPORATED
Date: June 27, 1996 By: /s/ James A. Morgan
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James A. Morgan
Senior Vice President,
General Counsel and Secretary
