<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM 8-A/A
Amendment No. 1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
SCOTT PAPER COMPANY
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Pennsylvania 23-1065080
- -------------------------------------------- -----------------------------
(State of incorporation or organization) (I.R.S. employer
identification no.)
Scott Center
2650 North Military Trail
Suite 300
Boca Raton, Florida 33431
- -------------------------------------------- -----------------------------
(Address of principal executive offices) (zip code)
Securities to be registered pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>
Title of each class Name of each exchange on which
to be so registered each class is to be registered
------------------- ------------------------------
<S> <C>
New York Stock Exchange
Preferred Share Philadelphia Stock Exchange
Purchase Rights Pacific Stock Exchange
- ------------------------------ ------------------------------
</TABLE>
Securities to be registered pursuant to Section 12(g) of the Act:
None
----------------------------------------------
(Title of class)
<PAGE> 2
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The response to Item 1 is hereby amended to read in its
entirety as follows:
On July 15, 1986, the Board of Directors of Scott Paper
Company (the "Company") declared a dividend distribution of one Right for each
outstanding Common Share of the Company to shareholders of record at the close
of business on July 25, 1986. As a result of the Company's two-for-one stock
splits in February, 1988 and May, 1995, one Right now attaches to four
outstanding Common Shares. Each Right entitles the registered holder to
purchase from the Company a unit consisting of one one-hundredth of a share (a
"Unit") of the series B Junior Participating Preferred Shares, without par
value (the "Preferred Shares"), at a Purchase Price of $180 per Unit, subject
to adjustment. The Purchase Price may be paid, at the option of the holder, in
cash or, if authorized by the Continuing Directors after receiving the advice
of counsel, Common Shares having a value at the time of exercise equal to the
Purchase Price. The description and terms of the Rights are set forth in a
Rights Agreement (as amended by Amendment No. 1 dated as of May 17, 1988,
Amendment No. 2 dated as of October 18, 1988 and Amendment No. 3 dated as of
July 16, 1995, the "Rights Agreement"), between the Company and First Chicago
Trust Company of New York (the successor to Morgan Guaranty Trust Company of
New York) as Rights Agent.
Initially, the Rights will be attached to all Common Share
certificates representing shares then outstanding, and no separate Rights
Certificates will be distributed. The Rights will separate from the Common
Shares and a Distribution Date will occur upon the earlier of (i) 10 days
following a public announcement that a person or group of affiliated or
associated persons (an "Acquiring Person") has acquired, or obtained the right
to acquire, beneficial ownership of 20% or more of the outstanding Common
Shares (the "Stock Acquisition Date"), or (ii) 10 business days following the
commencement of a tender offer or exchange offer that would result in a person
or group beneficially owning 20% or more of the outstanding Common Shares.
Notwithstanding anything in the Rights Agreement to the contrary, neither
Kimberly-Clark Corporation ("K-C") nor any subsidiary of K-C (any such
subsidiary being referred to herein as "Merger Co.")
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established to effect the Merger (as defined herein) shall, as a result of the
execution, delivery and performance under, or consummation of the transaction
contemplated by, that certain Agreement and Plan of Merger, dated as of July
16, 1995, as the same may be amended from time to time, by and among the
Company, Merger Co. and K-C (the "Merger Agreement"), pursuant to which Merger
Co. will be merged (the "Merger") with and into the Company, be the "Beneficial
Owner" of, or "beneficially own," any securities which either K-C or Merger Co.
or any of their respective Affiliates may acquire or have the right to acquire
pursuant to the Merger Agreement. In addition, pursuant to the Rights
Agreement a Distribution Date will not occur as a result of the execution of
the Merger Agreement or the conversion of the Common Shares of the Company into
common shares of K-C pursuant to the terms of the Merger Agreement unless and
until the Board of Directors of the Company adopts a resolution affirmatively
stating that the Distribution Date shall occur on a date set forth in such
resolution, and the Distribution Date shall thereafter be deemed to have
occurred as of such date.
Until the Distribution Date, (i) the Rights will be evidenced
by the Common Share certificates and will be transferred with and only with
such Common Share certificates, (ii) new Common Share certificates issued after
July 25, 1986 will contain a notation incorporating the Rights Agreement by
reference and (iii) the surrender for transfer of any certificates for Common
Shares outstanding will also constitute the transfer of the Rights associated
with the Common Shares represented by such certificates.
The Rights are not exercisable until the Distribution Date and
will expire at the close of business on July 25, 1996, unless earlier redeemed
by the Company as described below. In addition, the Rights will expire
immediately prior to the Effective Time (as such term is defined in the Merger
Agreement).
As soon as practicable after the Distribution Date, Rights
Certificates will be mailed to holders of record of the Common Shares 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, and except in connection with the exercise of
employee
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stock options or stock appreciation rights or under any other benefit plan for
employees or directors or in connection with the exercise of warrants or
conversion of convertible securities, only Common Shares issued after July 25,
1986 and prior to the Distribution Date will be issued with Rights.
In the event that, at any time following the Distribution
Date, (i) the Company is the surviving corporation in a merger with an
Acquiring Person and its Common Shares are not changed or exchanged, (ii) a
Person becomes the beneficial owner of more than 20% of the then outstanding
Common Shares other than pursuant to a tender offer which provides fair value
to all shareholders, (iii) an Acquiring Person engages in one or more
"self-dealing" transactions as set forth in the Rights Agreement, or (iv)
during such time as there is an Acquiring Person, an event occurs which results
in such Acquiring Person's ownership interest being increased by more than 1%
(e.g., a reverse stock split), each holder of a Right will thereafter have the
right to receive, upon exercise, Common Shares (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. Notwithstanding any of the foregoing,
following the occurrence of any of the events set forth in clauses (i), (ii),
(iii) or (iv) of this paragraph, all Rights that are, or (under certain
circumstances specified in the Rights Agreement) were, beneficially owned by
any Acquiring Person who was involved in the transaction giving rise to any
such event will be null and void. However, Rights are not exercisable
following the occurrence of any of the events 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 $180 per Right, each
Right not otherwise voided following an event set forth in the preceding
paragraph would entitle its holder to purchase $360 worth of Common Shares (or
other consideration, as noted above) for $180. Assuming that the Common Shares
had a per share value of $60 at such time, the holder of each valid Right would
be entitled to purchase six Common Shares for $180.
In the event that, at any time following the Stock Acquisition
Date, (i) the Company is acquired in a merger or other business combination
transaction in which
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the Company is not the surviving corporation (other than a merger which is
described in, or which follows a tender offer or exchange offer described in,
the second preceding paragraph), or (ii) 50% or more of the Company's assets or
earning power is sold or transferred, each holder of a Right (except Rights
which previously have been voided as set forth above) shall thereafter have the
right to receive, upon exercise, common shares 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."
The Purchase Price payable, and the number of Units 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) if holders of the Preferred
Shares are granted certain rights or warrants to subscribe for Preferred Shares
or convertible securities at less than the 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 quarterly
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
Shares on the last trading date prior to the date of exercise.
At any time until ten days following the Stock Acquisition
Date, the Company may redeem the Rights in whole, but not in part, at a price
of $.05 per Right. Under certain circumstances set forth in the Rights
Agreement, the decision to redeem shall require the concurrence of a majority
of the Continuing Directors. After the redemption period has expired, the
Company's right of redemption may be reinstated if an Acquiring Person reduces
his beneficial ownership to 10% or less of the outstanding Common Shares in a
transaction or series of transactions not involving the Company. Immediately
upon the action of the Board of Directors ordering re-
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demption of the Rights, with, where required, the concurrence of the Continuing
Directors, the Rights will terminate and the only right of the holders of
Rights will be to receive the $.05 redemption price.
The term "Continuing Directors" means any member of the Board
of Directors of the Company who was a member of the Board prior to the date of
the Rights Agreement, and any person who is subsequently elected to the Board
if such person is recommended or approved by a majority of the Continuing
Directors, but shall not include an Acquiring Person, or an affiliate or
associate of an Acquiring Person, or any representative of the foregoing
entities.
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. While the distribution of the
Rights will not be taxable to shareholders or to the Company, shareholders may,
depending upon the circumstances, recognize taxable income in the event that
the Rights become exercisable for Common Shares (or other consideration) of the
Company or for common shares of the acquiring company as set forth above.
Other than those provisions relating to the principal economic
terms of the Rights, 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 certain circumstances, with the concurrence of the
Continuing Directors) in order to cure any ambiguity, to make changes which do
not adversely affect the interests of holders of Rights (excluding the
interests of any Acquiring Person), or to shorten or lengthen any time period
under the Rights Agreement; provided, however, that no amendment to adjust the
time period governing redemption shall be made at such time as the Rights are
not redeemable.
As of July 12, 1995, there were 151,576,194 Common Shares
outstanding and 3,875,536 Common Shares in the treasury. As of July 12, 1995,
there were 11,251,618 Common Shares reserved for issuance under employee
benefit plans. Four outstanding Common Shares on July 12, 1995 have one right
attached thereto. As long as the Rights are attached to the Common Shares and
in certain
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other circumstances described above, the Company will issue one Right for each
four Common Shares issued.
The Rights have certain anti-takeover effects. The Rights
will cause substantial dilution to a person or group that attempts to acquire
the Company without conditioning the offer on a substantial number of Rights
being acquired. The Rights should not interfere with any merger or other
business combination approved by the Board of Directors of the Company since
(i) the Board of Directors (under certain circumstances, with the concurrence
of the Continuing Directors) may, at its option, at any time prior to the close
of business on the earlier of (a) the tenth day following the Stock Acquisition
Date or (b) July 25, 1996, redeem all but not less than all the then
outstanding Rights at $.05 per Right and (ii) in any event, the Rights
Agreement does not apply to an offer which provides fair value to all
shareholders.
The form of Rights Agreement between the Company and the
Rights Agent specifying the terms of the Rights, which includes as Exhibit B
thereto the form of Rights Certificate, is attached hereto as Exhibit 1 and is
incorporated herein by reference. Amendment No. 1, Amendment No. 2 and
Amendment No. 3 to the Rights Agreement are attached hereto as Exhibit 4.2,
Exhibit 4.3 and Exhibit 4.4, respectively, and are incorporated herein by
reference. The foregoing description of the Rights does not purport to be
complete and is qualified in its entirety by reference to such Exhibits.
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ITEM 2. EXHIBITS.
The response to Item 2 is hereby amended to read in its
entirety as follows:
4.1. Form of Rights Agreement, dated as of July 15, 1986
between Scott Paper Company and Morgan Guaranty Trust Company of New York, as
Rights Agent, which includes as Exhibit B thereto the Form of Rights
Certificate.*
4.2 Amendment No. 1 to Rights Agreement, dated as of May 17,
1988, between Scott Paper Company and Morgan Guaranty Trust Company of New
York, as Rights Agent.
4.3 Amendment No. 2 to Rights Agreement, dated as of October
18, 1988, between Scott Paper Company and Morgan Guaranty Trust Company of New
York, as Rights Agent.
4.4 Amendment No. 3 to Rights Agreement, dated as of July 16,
1995, between Scott Paper Company and First Chicago Trust Company of New York
(successor to Morgan Guaranty Trust Company of New York), as Rights Agent.
__________________________________
* Filed as an Exhibit to Form 8-A as originally filed
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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.
SCOTT PAPER COMPANY
By: /s/ John P. Murtagh
Name: John P. Murtagh
Title: Senior Vice President,
General Counsel and
Secretary
Date: July 19, 1995
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<PAGE> 10
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description Page
------- ----------- ----
<S> <C>
4.1 Form of Rights Agreement, dated as of July 15,
1986 between Scott Paper Company and Morgan
Guaranty Trust Company of New York, as Rights
Agent, which includes as Exhibit B thereto the
Form of Rights Certificate*
4.2 Amendment No. 1 to Rights Agreement, dated as of
May 17, 1988, between Scott Paper Company and
Morgan Guaranty Trust Company of New York, as
Rights Agent
4.3 Amendment No. 2 to Rights Agreement, dated as of
October 18, 1988, between Scott Paper Company and
Morgan Guaranty Trust Company of New York, as
Rights Agent
4.4 Amendment No. 3 to Rights Agreement, dated as of
July 16, 1995 between Scott Paper Company and
First Chicago Trust Company of New York
(successor to Morgan Guaranty Trust Company of
New York), as Rights Agent
</TABLE>
____________________
* Filed as an Exhibit to Form 8-A as originally filed
10
<PAGE> 1
Exhibit 4.2
AMENDMENT NO. 1
to
RIGHTS AGREEMENT
between
SCOTT PAPER COMPANY
and
MORGAN GUARANTY TRUST COMPANY OF NEW YORK,
RIGHTS AGENT
Dated as of July 15, 1986
This Amendment made as of the 17th day of May 1988 to the
Rights Agreement between Scott Paper Company (the "Company") and Morgan
Guaranty Trust Company of New York, Rights Agent, dated as of July 15, 1988.
The Company and the Rights Agent, intending to be legally
bound hereby, agree to amend Section 31 of the Rights Agreement by adding the
following sentence at the end thereof:
This Agreement, each Right and each Rights Certificate issued
hereunder exist under and pursuant to the Pennsylvania
Business Corporation Law including Section 611 thereof as
amended by Act 1988-27 effective March 23, 1988.
IN WITNESS WHEREOF, the parties have caused this Amendment to
be duly executed as of the day and year first above written.
SCOTT PAPER COMPANY
By:/s/ Norman M. Heisman
Name: Norman M. Heisman
Title: Senior Vice President
& General Counsel
MORGAN GUARANTY TRUST COMPANY
OF NEW YORK
By:/s/ Sal Russo
Name: Sal Russo
Title: Assistant Secretary
<PAGE> 1
Exhibit 4.3
AMENDMENT NO. 2
to
RIGHTS AGREEMENT
between
SCOTT PAPER COMPANY
and
MORGAN GUARANTY TRUST COMPANY OF NEW YORK,
RIGHTS AGENT
Dated as of July 15, 1986
This Amendment made as of the 18th day of October 1988 to the
Rights Agreement between Scott Paper Company (the "Company") and Morgan
Guaranty Trust Company of New York, Rights Agent, dated as of July 15, 1986.
The Company and the Rights Agent, intending to be legally
bound hereby, agree to amend the Rights Agreement in the following respects:
1. The thirteenth line of Section 3(a) and the tenth and twelfth
lines of Section 11(a)(ii)(B) are to be amended to replace
"30%" with "20%".
2. The penultimate sentence of Section 7(c) is to be amended by
inserting after "(y)" therein "if authorized by the Continuing
Directors upon receiving the advice of counsel at or about the
time any Right is exercised,".
3. Section 30 is to be amended by adding at the end thereof:
Without limiting the foregoing, if any provision requiring
that a determination be made by less than the entire Board of
Directors (or at a time or with the concurrence of a group of
Directors consisting of less than the entire Board) is held by
a court of competent jurisdiction or other authority to be
invalid, void or unenforceable, then any determination made by
the Company's Board of Directors in accordance with applicable
law, the Company's Arti-
<PAGE> 2
cles and its by-laws shall be substituted for the aforesaid
determination.
4. The nineteenth line of Section 11(a)(ii)(B) is to be amended
to substitute "Continuing Directors" for "members of the Board
of Directors".
5. Section 1(c) is to be amended by adding at the end thereof;
provided, however, that nothing in this Section 1(c) shall
cause a person engaged in business as an underwriter of
securities to be the "Beneficial Owner" of, or to
"beneficially own," any securities acquired through such
person's participation in good faith in a firm commitment
underwriting until the expiration of forty days after the date
of such acquisition.
6. Section 9(c) is to be amended by replacing the last three (3)
sentences thereof with the following:
If the Company shall determine that a registration statement
is required following the Distribution Date, the Company may
temporarily suspend the exercisability of the Rights until
such time as a registration statement has been declared
effective. Upon any such suspension, the Company shall issue
a public announcement stating that the exercisability of the
Rights has been temporarily suspended, as well as a public
announcement at such time as the suspension is no longer in
effect. Notwithstanding any provision of this Agreement to
the contrary, the Rights shall not be exercisable in any
jurisdiction if (x) the requisite qualification in such
jurisdiction shall not have been obtained, (y) the exercise
thereof shall not be permitted under applicable law or (z) any
necessary registration statement, the effectiveness of which
in such jurisdiction is required to make the offering not
illegal, shall not have been declared effective.
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IN WITNESS WHEREOF, the parties have caused this Amendment to
be duly executed as of the day and year first above written.
SCOTT PAPER COMPANY
By:/s/ Norman M. Heisman
Name: Norman M. Heisman
Title: Senior Vice President
& General Counsel
MORGAN GUARANTY TRUST COMPANY
OF NEW YORK
By:/s/ Sal Russo
Name: Sal Russo
Title: Assistant Vice President
3
<PAGE> 1
Exhibit 4.4
AMENDMENT NO. 3 TO RIGHTS AGREEMENT
This Amendment (the "Amendment"), dated as of July 16, 1995,
is entered into by and between Scott Paper Company, a Pennsylvania corporation
(the "Company"), and First Chicago Trust Company of New York, a New York
corporation, as successor to Morgan Guaranty Trust Company of New York, as
Rights Agent (the "Rights Agent").
WHEREAS, the Company and the Rights Agent have entered into a
Rights Agreement, dated as of July 15, 1986 (the "Agreement");
WHEREAS, the Company wishes to amend the Agreement; and
WHEREAS, Section 26 of the Agreement provides, among other
things, that prior to the Distribution Date (as such term is defined in the
Agreement) the Company may and the Rights Agent shall, if the Company so
directs, supplement or amend any provision of the Agreement without the
approval of any holders of certificates representing the Company's Common
Shares.
NOW, THEREFORE, the Company and the Rights Agent hereby amend
the Agreement as follows:
1. Amendment of Section 1(c). Section 1(c) of the Agreement
is amended to add the following sentence to the end thereof:
Notwithstanding anything in this Agreement to the contrary,
neither Kimberly-Clark Corporation ("K-C") nor any subsidiary of K-C
(any such subsidiary being referred to herein as "Merger Co.")
established to effect the Merger (as defined herein) shall, as a
result of the execution, delivery and performance under, or
consummation of the transaction contemplated by, that certain
Agreement and Plan of Merger, of even date herewith, as the same may
be amended from time to time, by and among the Company, Merger Co. and
K-C (the "Merger Agreement"), pursuant to which Merger Co. will be
merged
<PAGE> 2
(the "Merger") with and into the Company, be the "Beneficial Owner"
of, or "beneficially own," any securities which either K-C or Merger
Co. or any of their respective Affiliates may acquire or have the
right to acquire pursuant to the Merger Agreement.
2. Amendment of Section 3(a). Section 3(a) of the Agreement
is amended to add the following sentence to the end thereof:
Notwithstanding anything in this Agreement to the contrary, a
Distribution Date will not occur as a re- sult of the execution of the
Merger Agreement or the conversion of the Common Shares of the Company
into common shares of K-C pursuant to the terms of the Merger
Agreement unless and until the Board of Directors of the Com- pany
adopts a resolution affirmatively stating that the Distribution Date
shall occur on a date set forth in such resolution, and the
Distribution Date shall thereafter be deemed to have occurred as of
such date.
3. Amendment to Section 7(a). Section 7(a) of the Agreement
is hereby amended in its entirety to read as follows:
(a) Subject to Section 7(e) hereof, the registered holder of any
Rights Certificate may exercise the Rights evidenced thereby (except
as otherwise provided herein including, without limitation, the
restrictions on exercisability set forth in Section 9(c), Section
11(a)(iii) and Section 23(a) hereof) in whole or in part at any time
after the Distribution Date upon surrender of the Rights Certificate,
with the form of election to purchase and the certificate on the
reverse side thereof duly executed, to the Rights Agent at the
principal office or offices of the Rights Agent designated for such
purpose, together with payment of the aggregate Purchase Price with
respect to the total number of one one-hundredths of a share (or other
securities, cash or other assets, as the case may be) as to which such
surrendered Rights are then exercisable, at or prior to the earliest
of (i) the close of business on July 25, 1996 (the "Final Expiration
Date"), (ii) the consummation of a transaction contemplated by Section
13(d) hereof, (iii) the time
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at which the Rights are redeemed as provided in Section 23 hereof or
(iv) immediately prior to the Effective Time (as such term is defined
in the Merger Agreement) (the earlier of (i), (ii), (iii) and (iv)
being herein referred to as the "Expiration Date"), provided, however,
that if the Merger contemplated by the Merger Agreement does not occur
and the Merger Agreement is terminated, the Rights will remain
exercisable until the earlier of (i), (ii) or (iii) above, and no
Expiration Date shall be deemed to have occurred as a result of clause
(iv) of this Section 7(a).
4. Effect of Amendment. Except as set forth above, the
Rights Agreement shall continue in full force and effect.
5. Counterparts. This Amendment may be executed in any
number of counterparts and each of such counterparts shall for all purposes be
deemed to be an original, and all such counterparts shall together constitute
but one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and attested as of the day and year first above
written.
SCOTT PAPER COMPANY
By:/s/ John P. Murtagh
Name: John P. Murtagh
Title: Senior Vice President,
General Counsel and
Secretary
FIRST CHICAGO TRUST COMPANY
OF NEW YORK
By:/s/ Joanne Gorostiola
Name: Joanne Gorostiola
Title: Assistant Vice President
4
