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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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
Tambrands Inc.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 13-1366500
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(State of Incorporation or Organization) (I.R.S. Employer Identification no.)
777 Westchester Avenue
White Plains, New York 10604
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(Address of principal executive offices) (zip code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Common Share New York Stock Exchange
Purchase Rights Pacific Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
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The undersigned registrant, Tambrands Inc. (the "Company"), hereby
amends and supplements, as set forth below, Exhibit 1 of the Company's
Registration Statement on Form 8-A filed with the Securities and Exchange
Commission (the "Commission") on Octo ber 27, 1989, which is incorporated herein
by reference thereto (the "Form 8-A"). Capitalized terms used herein and not
otherwise defined have the meanings ascribed to them in Form 8-A.
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The response to item 1 in the Form 8-A is hereby amended to read in
its entirety as follows:
On October 24, 1989, the Board of Directors of the Company declared a
dividend of one common share purchase right (a "Right") for each outstanding
share of common stock, par value $0.25 per share (the "Common Shares"), of the
Company. The dividend was paid on December 7, 1989 (the "Record Date") to the
stockholders of record on that date. Each Right entitles the registered holder
to purchase from the Company one Common Share of the Company at a price of $250
per share (the "Purchase Price"), 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
(the "Rights Agent").
Until the earlier to occur of (i) 10 days following a public announcement
that a person or group of affiliated or associated persons (an "Acquiring
Person") has acquired beneficial ownership of 20% of more of the outstanding
Common Shares or (ii) 10 business days (or such later date as may be determined
by action of the Board of Directors prior to such time as any Person becomes an
Acquiring Person) following the commencement of, or announcement of an intention
to make, a tender offer or exchange offer the consummation of which would result
in the beneficial ownership by a person or group of 20% or more of such
outstanding Common Shares (the earlier of such dates being called the
"Distribution Date"), the Rights will be evidenced, with respect to any of the
Common Share certificates outstanding as of the Record Date, by such Common
Share certificate with a copy of the Summary of Rights to Purchase Common Shares
(the "Summary of Rights") attached thereto. The Summary of Rights constitutes
Exhibit B to the Rights Agreement which is attached hereto as Exhibit 1.
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), new
Common Share certificates issued after the Record Date, upon transfer or new
issuance of Common Shares will contain a notation incorporating the Rights
Agreement by reference. Until the Distribution Date
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(or earlier redemption or expiration of the Rights), the surrender for transfer
of any certificates for Common Shares, outstanding as of the Record Date, even
without such notation or a copy of the Summary of Rights being attached thereto,
will also constitute the transfer of the Rights associated with the Common
Shares represented by such certificate. As soon as practicable following the
Distribution Date, separate certificates evidencing the Rights ("Right
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 Right
Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date. The Rights
will expire on December 7, 1999 (the "Final Expiration Date"), unless the Final
Expiration Date is extended or unless the Rights are earlier redeemed by the
Company, in each case as described below.
The Purchase Price payable, and the number of Common Shares or other securi
ties 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 Common Shares, (ii)
upon the grant to holders of the Common Shares of certain rights or warrants to
subscribe for or purchase Common Shares at a price, or securities convertible
into Common Shares with a conversion price, less than the then current market
price of the Common Shares or (iii) upon the distribution to holders of the
Common Shares of evidences of indebtedness or assets (excluding regular periodic
cash dividends paid out of earnings or retained earnings or dividends payable in
Common Shares) or of subscription rights or warrants (other than those referred
to above).
In the event that the Company is acquired in a merger or other business com
bination transaction or 50% or more of its consolidated assets, earning power or
cash flow are sold, proper provision will be made so that each holder of a Right
will thereafter have the right to receive, upon the exercise thereof at the then
current exercise price of the Right, that number of shares of common stock of
the acquiring company which at the time of such transaction will have a market
value of two times the exercise price of the Right. In the event that any
person or group of affiliated or associated persons becomes the beneficial
owner of 20% or more of the outstanding Common Shares, proper provision shall be
made so that each holder of a Right, other than Rights beneficially owned by the
Acquiring Person (which will thereafter be void), will thereafter have the right
to receive upon exercise that number of Common Shares having a market value of
two times the exercise price of the Right.
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At any time after the acquisition by a person or group of affiliated
or associated persons of beneficial ownership of 20% or more of the
outstanding Common Shares and prior to the acquisition by such person or
group of 50% or more of the outstanding Common Shares, the Board of
Directors of the Company 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 Common Share per Right (subject to adjustment).
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. No fractional Common Shares will be issued and in
lieu thereof, an adjustment 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.
At any time prior to the acquisition by a person or group of
affiliated or associated persons of beneficial ownership of 20% or more of
the outstanding Common Shares, the Board of Directors of the Company may
redeem the Rights in whole, but not in part, at a price of $.01 per Right
(the "Redemption Price"). The redemption of the Rights may be made effective
at such time on such basis with such conditions as the Board of Directors in
its sole discretion may establish. Immediately upon any 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.
The terms of the Rights may be amended by the Board of Directors of
the Company without the consent of the holders of the Rights, including an
amendment to lower certain thresholds described above to not less than the
greater of (i) any percentage greater than the largest percentage of the
outstanding Common Shares then known to the Company to be beneficially owned
by any person or group of affiliated or associated persons and (ii) 10%,
except that from and after such time as any person or group of affiliated or
associated persons becomes an Acquiring Person no such amendment may
adversely affect the interests of the holders of the Rights.
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.
The Rights have certain antitakeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the
Company on terms not approved by the Company's Board of Directors, except
pursuant to an offer conditioned 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 since the
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Rights may be redeemed by the Company at the Redemption Price prior to the
time that a person becomes an Acquiring Person.
The Rights Agreement, dated as of October 24, 1989, between the
Company and First Chicago Trust Company of New York, as Rights Agent,
specifying the terms of the Rights, a press release announcing the
declaration of the Rights and a letter to the Company's Shareholders
describing the Rights are attached hereto as exhibits and are incorporated
herein by reference. The foregoing description of the Rights is qualified in
its entirety by reference to such exhibits.
On October 24, 1989, the Board of Directors authorized the redemption
of the previously outstanding common share purchase rights effective
December 7, 1989, at a redemption price of $0.10 per right payable on
December 15, 1989 to holders of record of Common Shares (to which the
outstanding rights are attached) on December 7, 1989.
Amendment of Rights Agreement
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Effective as of April 8, 1997, the Rights Agreement was amended
("Amendment No. 1.") in order to, among other things, (i) prevent The Procter &
Gamble Company ("P&G"), any subsidiary of P&G established to effect the Merger
(as defined herein) ("Merger Sub") or any Affiliate or Associate of P&G or
Merger Sub, from becoming an Acquiring Person as a result of the execution,
delivery and performance under, or consummation of the transactions contemplated
by, the Agreement and Plan of Merger, dated as of April 8, 1997 (the "Merger
Agreement") by and among the Company, P&G and Merger Sub including, without
limitation, the merger of Merger Sub with and into the Company (the "Merger")
and the Offer (as defined in the Merger Agreement), (ii) prevent a Distribution
Date from occurring as a result of the Merger, the Offer (as defined in the
Merger Agreement) or other transactions contemplated by the Merger Agreement,
(iii) provide that all outstanding Rights will expire immediately prior to the
effective time of the Merger and (iv) provide that the sixth paragraph in item 1
will not apply to the Merger.
A copy of Amendment No. 1. is attached hereto as Exhibit 4. and is
incorporated herein by reference. The foregoing description of Amendment No. 1.
does not purport to be complete and is qualified in its entirety by reference to
Amendment No. 1.
ITEM 2. EXHIBITS.
The response to item 2 in the Form 8-A is hereby amended to read in
its entirety as follows:
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1. Rights Agreement, dated as of October 24, 1989, between Tambrands
Inc. and First Chicago Trust Company of New York, as Rights Agent
(previ ously filed as an exhibit to the Form 8-A dated October 24,
1989) which includes the form of Right Certificate as Exhibit A
and the Summary of Rights to Purchase Common Shares as Exhibit B.
Pursuant to the Rights Agreement, printed Right Certificates will
not be mailed until as soon as practicable after the earlier of
the tenth day after public announcement that a person has become
an Acquiring Person or the tenth business day (or such later date
as may be determined by action of the Board of Direc tors) after a
person commences, or announces its intention to commence, a tender
offer or exchange offer the consummation of which would result in
a person becoming an Acquiring Person.
2. Press release dated October 24, 1989 (previously filed as an
exhibit to the Form 8-A dated October 24, 1989).
3. Letter to the Company's shareholders dated October 24, 1989
(previously filed as an exhibit to the Form 8-A dated October 24,
1989).
4. Amendment No. 1, dated as of April 8, 1997, between Tambrands Inc.
and First Chicago Trust Company of New York, as Rights Agent.*
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.
Tambrands Inc.
Date: April 14, 1997 By: /s/ Susan J. Riley
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Name: Susan J. Riley
Title: Senior Vice President -
Chief Financial Officer
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* Filed herewith.
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EXHIBIT INDEX
Exhibit Exhibit
Number Description
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1. Rights Agreement, dated as of October 24, 1989, between
Tambrands Inc. and First Chicago Trust Company of New York, as
Rights Agent (previously filed as an exhibit to the Form 8-A
dated October 24, 1989) which includes the form of Right
Certificate as Exhibit A and the Summary of Rights to Purchase
Common Shares as Exhibit B. Pursuant to the Rights Agreement,
printed Right Certificates will not be mailed until as soon as
practicable after the earlier of the tenth day after public
announcement that a person has become an Acquiring Person or the
tenth business day (or such later date as may be determined by
action of the Board of Directors) after a person commences, or
announces its intention to commence, a tender offer or exchange
offer the consummation of which would result in a person
becoming an Acquiring Person.
2. Press release dated October 24, 1989 (previously filed as an
exhibit to the Form 8-A dated October 24, 1989).
3. Letter to the Company's shareholders dated October 24, 1989
(previously filed as an exhibit to the Form 8-A dated October
24, 1989).
4. Amendment No. 1, dated as of April 8, 1997, between Tambrands
Inc. and First Chicago Trust Company of New York, as Rights
Agent.*
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* Filed herewith.
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Exhibit 4
AMENDMENT NO. 1 TO
RIGHTS AGREEMENT
This Amendment (the "Amendment"), dated as of April 8, 1997, is entered
into by and between Tambrands Inc., a Delaware corporation (the "Company"),
and First Chicago 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 October 24, 1989 (the "Agreement");
WHEREAS, the Company wishes to amend the Agreement; and
WHEREAS, Section 27 of the Agreement provides, among other things, that the
Company may supplement or amend the Agreement without the approval of any
holders of Right Certificates in order to, inter alia, make any provision with
respect to the Rights which the Company may deem necessary or desirable, any
supplement or amendment to be evidenced by a writing signed by the Company and
the Rights Agent.
NOW, THEREFORE, the Agreement is hereby amended as follows:
1. Capitalized terms used in this Amendment without definition shall have
the meanings given to them in the Agreement.
2. Section 1(a) of the Agreement is amended to add the following sentence
to the end thereof:
"Notwithstanding anything in this Agreement to the contrary, neither The
Procter & Gamble Company ("P & G"), any subsidiary of P & G established to
effect the Merger (as defined herein) (any such subsidiary being referred to
herein as "Merger Sub") nor any Affiliate or Associate of P & G or Merger Sub
shall be deemed to be an Acquiring Person as a result of the execution, delivery
and performance under, or consummation of any one or more transactions (each, a
"Permitted Event" and collectively, the "Permitted Events"), contemplated by the
Agreement and Plan of Merger, dated as of April 8, 1997, as the same may be
amended from time to time, by and among P & G, Merger Sub and the Company (the
"Merger Agreement"), pursuant to which Merger Sub will be merged (the "Merger")
with and into the Company. "Permitted Events" shall include, without
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limitation, consummation of the Merger and consummation of the Offer (as
defined in the Merger Agreement.)"
3. Section 1(g) of the Agreement is amended to add the following sentence
at the end thereof:
"Notwithstanding anything in this Agreement to the contrary, the
commencement of the Offer, the acquisition of beneficial ownership of Common
Shares of the Company pursuant to the Offer, the acquisition of beneficial
ownership of Common Shares of the Company pursuant to the Merger and the
consummation of any one or more of the Permitted Events shall not constitute or
result in the occurrence of a Distribution Date."
4. Section 7(a) of the Agreement is amended by (a) deleting the word "or"
in the thirteenth line thereof, (b) substituting the word "or" for the period at
the end of the paragraph and (c) adding the following clause to the end thereof:
"(iv) the time immediately prior to the Effective Time (as such term is
defined in the Merger Agreement), 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 the Rights shall not be deemed to be non-exercisable as a
result of clause (iv)."
5. Section 13 of the Agreement is amended to add the following at the
beginning thereof: "Except for the Merger,"
6. Section 25 of the Agreement is amended to add after the word merger in
the twelfth line thereof ", other than the Merger,"
7. The term "Agreement" as used in the Agreement shall be deemed to refer
to the Agreement as amended hereby.
8. This Amendment shall be governed by and construed in accordance with the
laws of the State of Delaware.
9. This Amendment shall be effective as of the date first above written,
and, except as set forth herein, the Agreement shall remain in full force and
effect and shall be otherwise unaffected hereby.
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10. This Amendment may be executed in counterparts, each of which shall
be deemed to be an original, but all of which together shall constitute one and
the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.
TAMBRANDS INC.
/s/ Bruce P. Garren
By: _____________________________________________
Name: Bruce P. Garren
Title: Vice President --
General Counsel
FIRST CHICAGO TRUST
COMPANY OF NEW YORK
/s/ James R. Kuzmich
By: _____________________________________________
Name: James R. Kuzmich
Title: Assistant Vice President
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