Securities and Exchange Commission
Washington, D.C. 20549
_______________
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
BENEFICIAL CORPORATION
(Exact name of Registrant as Specified in its Charter)
DELAWARE 51-0003820
(State of Incorporation (I.R.S. Employer
or Organization) Identification No.)
ONE CHRISTINA CENTER
301 NORTH WALNUT STREET
WILMINGTON, DE 19801
(Address of Principal Executive Offices) (Zip Code)
If this form relates to If this form relates to
the registration of a the registration of a
class of securities class of securities
pursuant to Section 12(b) pursuant to Section
of the Exchange Act and is 12(g) of the Exchange
effective pursuant to Act and is effective
General Instruction A.(c), pursuant to General
please check the following Instruction A.(d),
box. ( ) please check the
following box. ( )
Securities to be registered pursuant to Section 12(b) of
the Act:
Name of each exchange on
Title of each class to which each class is to be
be so registered registered
Preferred Stock Purchase New York Stock Exchange
Rights
Securities to be registered pursuant to Section 12(g) of
the Act:
None
(Title of Class)
Item 1. Description of Registrant's
Securities to be Registered.
On August 22, 1996, the Board of Directors
(the "Board") of Beneficial Corporation (the "Company")
declared a dividend distribution of one Preferred Stock
Purchase Right (each, a "Right") for each outstanding
share of common stock, par value $1.00 per share (the
"Common Stock"), of the Company payable as of November
23, 1997 (the "Dividend Date") to stockholders of record
on the Dividend Date. Each Right entitles the
registered holder thereof, under certain circumstances,
to purchase from the Company one one-hundredth of a
share of the Company's preferred stock designated as
Series A Participating Preferred Stock (the "Series A
Preferred Stock") at a price of $235.00 (the "Purchase
Price"), subject to adjustment under certain
circumstances. The description and terms of the Rights
are set forth in a Renewed Rights Agreement, dated as of
August 22, 1996 (the "Rights Agreement"), between the
Company and First Chicago Trust Company of New York, as
Rights Agent (the "Rights Agent").
The following is a summary of the terms of the
Rights to be issued under the Rights Agreement. Certain
capitalized terms used but not defined herein have the
meanings ascribed to them in the Rights Agreement.
As discussed below, initially, the Rights are
not exercisable, separate certificates for the Rights
will not be sent to stockholders, and the Rights will
automatically trade with the Common Stock.
The Rights will separate from the Common Stock
upon the earliest to occur of (i) the tenth day after a
public announcement that a person or group of affiliated
or associated Persons (an "Acquiring Person") has
acquired, or obtained the right to acquire, outstanding
shares of the Company's stock having general voting
power ("Voting Shares"), possessing in the aggregate 15%
or more of the general voting power of the Company, or
(ii) the tenth business day or such later date as the
Board (with the concurrence of a majority of the
Continuing Directors, (as hereinafter defined)) shall
determine following the commencement of a tender or
exchange offer which, if successful, would result in a
person (together with its Affiliates and Associates)
becoming an Acquiring Person, or (iii) the tenth
business day after the Board (with the concurrence of a
majority of the Outside Directors (as hereinafter
defined)) declares any person who (together with its
Affiliates and Associates) has acquired, or obtained the
right to acquire, at least 10% of the outstanding Voting
Shares to be an Adverse Person (as hereinafter defined)
(the earliest of such dates being called the
"Distribution Date"). Until the Distribution Date (or
earlier redemption or expiration of the Rights), (i) the
Rights will be evidenced by the Company's Common Stock
certificates and will be transferred with and only with
such Common Stock certificates, (ii) new Common Stock
certificates issued after the Dividend Date will contain
a legend incorporating the Rights Agreement by
reference, and (iii) the surrender or transfer of any of
the Company's Common Stock certificates will also
constitute the transfer of the Rights associated with
the Common Stock represented by such certificate.
As soon as practicable following the
Distribution Date, separate certificates evidencing the
Rights will be mailed to holders of record of the
Company's Common Stock as of the close of business on
the Distribution Date, and thereafter such separate
certificates alone will evidence the Rights.
The Rights are not exercisable until the
Distribution Date. The Rights will expire on August 22,
2006 (the "Final Expiration Date"), unless the Rights
(i) are redeemed earlier by the Company (as described
below), or (ii) the Board of the Company amends the
Rights Agreement to extend the Final Expiration Date.
The number of shares of Series A Preferred
Stock or other securities or property issuable upon
exercise of the Rights is subject to adjustment from
time to time to prevent dilution in the event of a stock
dividend on, or subdivision, combination or
reclassification of, the Common Stock or Series A
Preferred Stock. The Purchase Price is subject to
adjustment in the event of the issuance of certain
rights, options or warrants or extraordinary
distributions of cash or other property to holders of
the Series A Preferred Stock.
In the event that (i) a person becomes an
Acquiring Person (except pursuant to a tender or
exchange offer for all outstanding Voting Shares
determined by a majority of the Outside Directors to be
at fair prices and otherwise in the best interests of
the Company and its stockholders) or (ii) the Board
(with the concurrence of the Outside Directors)
determines that a person is an Adverse Person, then each
holder of a Right (other than the Acquiring Person or
Adverse Person) will thereafter be entitled to receive,
upon payment of the Purchase Price, that number of
shares of the Company's Series A Preferred Stock (or, in
certain circumstances, cash, Common Stock, other
securities of the Company, other assets or a combination
thereof) having a market value equal to two times the
Purchase Price. Notwithstanding the foregoing,
following the occurrence of an event set forth in this
paragraph, all Rights that are, or (under certain
circumstances specified in the Rights Agreement) were,
beneficially owned by an Acquiring Person or Adverse
Person, shall be null and void. Rights are not
exercisable following the occurrence of any of the
events described in this paragraph or the next paragraph
until such time as the Rights are no longer redeemable
by the Company as set forth below.
In the event that on or after the Distribution
Date (i) the Company is acquired in a merger or other
business combination transaction or (ii) more than 50%
of the assets or earning power of the Company and its
subsidiaries (taken as a whole) are sold or transferred
in one transaction or a series of related transactions,
each holder of Rights (except Rights that have
previously been voided as set forth above) will be
entitled to receive, upon payment of the Purchase Price,
that number of shares of common stock of the acquiring
company which at the time of such transaction has a
market value equal to two times the Purchase Price.
At any time until the tenth day after the
public announcement that a person has become an
Acquiring Person, the Board (in certain circumstances,
only with the concurrence of a majority of the
Continuing Directors and only if the Continuing
Directors constitute a majority of the number of
directors then in office) may redeem the Rights in
whole, but not in part, at a price of $.01 per Right
(the "Redemption Price"). The Redemption Price may be
paid in cash, shares of Common Stock or any other form
of consideration deemed appropriate by the Board.
Immediately upon the action of the Board authorizing
redemption of 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.
Subject to certain exceptions, any of the
provisions of the Rights Agreement may be amended by the
Board prior to the earlier of the Distribution Date or
the declaration by the Board that a person is an Adverse
Person (the "Final Amendment Date"). After the Final
Amendment Date, the provisions of the Rights Agreement
may be amended by the Board (with, in certain
circumstances, the concurrence of a majority of the
Continuing Directors) 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 to adjust the time period for
redemption shall be made at such time as the Rights are
not redeemable. Notwithstanding the foregoing, the
Redemption Price and the number of one one-hundredths of
a share of Series A Preferred Stock for which a Right is
exercisable may not be amended at any time.
The term "Adverse Person" means any Person
declared to be an Adverse Person by the Board (with the
concurrence of a majority of the Outside Directors) upon
the determination that such Person, alone or together
with its Affiliates and Associates, has, at any time
after the date of the Rights Agreement, become the
beneficial owner of Voting Shares which the Board (with
the concurrence of a majority of the Outside Directors)
determines to have a substantial percentage of the
general voting power (which shall in no event be less
than 10%) and for which the Board (with the concurrence
of a majority of the Outside Directors) determines,
after reasonable inquiry and investigation, that (1)
such beneficial ownership by such person is intended to
cause the Company to repurchase the Voting Shares
beneficially owned by such Person or to pressure the
Company to take action or enter into a transaction or
series of transactions intended to provide such Person
with short-term financial gain under circumstances in
which such directors determine that the best long-term
interests of the Company and its stockholders would not
be served by taking such action or entering into such
transaction or series of transactions at that time or
(2) such beneficial ownership is causing or reasonably
likely to cause a material adverse impact on the
business or prospects of the Company.
The term "Continuing Director" means any
member of the Board who was a member of the Board prior
to the first date of public announcement by the Company
or an Acquiring Person that an Acquiring Person has
become such, or any member of the Board who becomes a
member of the Board subsequent to the date of the public
announcement referred to above, if such person is
recommended or approved by a majority of the Continuing
Directors then on the Board.
The term "Outside Directors" means members of
the Board who are not officers of the Company or any of
its subsidiaries and who are not Acquiring Persons,
Adverse Persons or representatives, nominees, Affiliates
or Associates of Acquiring Persons or Adverse Persons.
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.
As of October 31, 1997, there were 53,070,790
shares of Common Stock issued and outstanding, 3,786,280
shares of Common Stock held in the Company's treasury
and 650,561 shares of Common Stock reserved for issuance
under the Company's Direct Investment Plan and upon
conversion of certain convertible securities of the
Company. 570,000 shares of Series A Preferred Stock
have been reserved for issuance upon exercise of the
Rights.
The Rights have certain anti-takeover effects.
The Rights will cause substantial dilution to a Person
or group who attempts to acquire the Company on terms
not approved by the Company's Board. The Rights should
not interfere with any merger or other business
combination approved by the Board since the Rights may
be redeemed by the Company at $0.01 per Right at any
time on or prior to the close of business on the tenth
day following the public announcement that a Person has
become an Acquiring Person (subject to extension by the
Board).
The form of Rights Agreement between the
Company and the Rights Agent specifying the terms of the
Rights, which includes as Exhibit A the form of
Certificate of Designations, Preferences and Rights
specifying the terms of the Series A Preferred Stock and
as Exhibit B the form of Right Certificate, is attached
hereto as an exhibit and incorporated herein by
reference. The foregoing description of the Rights is
qualified in its entirety by reference to such exhibits.
Item 2. Exhibits.
1. Renewed Rights Agreement dated as of
August 22, 1996 between Beneficial
Corporation and First Chicago Trust
Company of New York, as Rights Agent.
The Rights Agreement includes as Exhibit
B the form of Right Certificate.
(Incorporated by reference to Exhibit
10(a) to the Company's Quarterly Report
on Form 10-Q for the quarter ended
September 30, 1996.)
SIGNATURES
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.
BENEFICIAL CORPORATION
By /s/ Scott A. Siebels
Name: Scott A. Siebels
Title: Vice President and
Corporate Secretary
DATED: November 24, 1997
EXHIBIT INDEX
Exhibit No. Description of Exhibit
(1) Renewed Rights Agreement dated as
August 22, 1996 between Beneficial
Corporation and The First Chicago
Trust Company of New York, as Rights
Agent. The Rights Agreement
includes as Exhibit B the form of
Right Certificate.
