Form 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934
Commission File No. 0-21052
Alltrista Corporation
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(Exact name of registrant as specified in its charter)
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Indiana. . . . . . . . . . . . . . . . . 35-1828377
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(State of incorporation. . . . . . . . . (I.R.S. Employer
or organization) . . . . . . . . . . . . Identification No.)
345 South High Street
Muncie, Indiana. . . . . . . . . . . . . 47307
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(Address of principal executive offices) (Zip Code)
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Securities to be registered pursuant to Section 12(b) of the Act:
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Title of each class to
be so registered. . . Name of Exchange
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Preferred Stock Purchase Rights . New York Stock Exchange
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If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and as effective pursuant to
General Instruction A.(c), check the following box: [X]
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d), check the following box:
Securities to be registered pursuant to Section 12(g) of the Act: None
Item 1. Description of Registrant's Securities to be Registered.
The securities to be registered hereby are certain rights to purchase
shares of Series A Junior Participating Preferred Stock of the registrant.
The registrant entered into a Rights Agreement, dated as of March 22,
1993 (the "Rights Agreement"), with respect to the declaration of one right (a
"Right") in respect of each share of Common Stock held of record as of the
close of business on March 22, 1993, and in respect to each share of Common
Stock issued after March 22, 1993. A Right represents the right to purchase
one one-hundredth of share of Series A Junior Participating Preferred Stock of
the registrant. The Rights, which will expire on March 22, 2003, will become
exercisable (i) ten days after a person or group becomes the beneficial owner
of 20% or more of the Common Stock, (ii) ten days after a person or group
commences a tender offer or exchange offer that would result in such person or
group beneficially owning 20% or more of the outstanding Common Stock or (iii)
ten business days after the Board of Directors determines that a person is an
Adverse Person (as defined below).
If (i) any person or group becomes the owner of 20% or more of the Common
Stock (other than pursuant to a tender or exchange offer determined by the
independent directors of the registrant to be fair and in the best interests
of its shareholders) or (ii) the Board of Directors makes a determination that
a person has become an "Adverse Person" (defined as a person who holds at
least 10% of the Common Stock and who the Board of Directors determines
intends to cause the registrant to take certain actions not in the best
long-term interests of the registrant or whose ownership is reasonably likely
to have a material adverse impact on the registrant), then each Right not
owned by such person or group will entitle the holder to purchase, at the
Right's then current exercise price, shares of Common Stock (or in certain
circumstances, cash or property of the registrant) having a value of twice the
Right's then current exercise price. In addition, after the person or group
becomes the beneficial owner of 20% or more of the registrant Common Stock, if
the registrant is involved in a merger in which its Common Stock is converted
or the registrant sells more than 50% of its assets, each Right will entitle
its holder to purchase, at the then current exercise price, shares of common
stock of the acquiring or successor company having a value of twice the
Right's then current exercise price.
The Registrant is entitled to redeem the rights in whole, but not in
part, at a redemption price of $.01 per Right at any time prior to the
expiration of the 20-day period following a public announcement that a person
or group has become the beneficial owner of 20% or more of the Common Stock.
The Rights are not exercisable until the registrant's right of redemption has
expired. Until such time as the Rights become exercisable, the Rights have no
voting or dividend privileges and are attached to and do not trade separately
from the Common Stock.
Shares of Series A Junior Participating Preferred Stock purchasable upon
exercise of the Rights will be redeemable at a price equal to 100 times the
current market price of Common Stock, which price will be adjusted to prevent
dilution. Each share of Series A Junior Participating Preferred Stock will be
entitled to a preferential quarterly dividend of $5.00 per share, but will be
entitled to an aggregate dividend equal to 100 times the dividend declared per
share of Common Stock. In the event of liquidation, the holders of the Series
A Junior Participating Preferred will be entitled to a minimum preferential
liquidation payment of $100 per share, but will be entitled to an aggregate
payment equal to 100 times the payment made per share of Common Stock. Each
share of Series A Junior Participating Preferred will have 100 votes, voting
together with the Common Stock. In the event of any merger, consolidation or
other transaction in which Common Stock is exchanged, each share of Series A
Junior Participating Preferred Stock will be entitled to receive an amount
equal to 100 times the amount received per share of Common Stock. These rights
are protected by customary antidilution provisions.
Item 2. Exhibits
All Exhibits required by Instruction II to item 2 will be supplied to the
New York Stock Exchange.
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.
ALLTRISTA CORPORATION
By: /s/ Thomas B. Clark
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Thomas B. Clark
President and Chief Executive Officer
Date: December 3, 1997
