October 18, 1995
Filing Officer
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: Form 8-A; Registration of Common Stock, $1 Par
Value Pursuant to Section (12b)
Gentlemen:
Please consider this a request for acceleration. It is our
understanding that the registration will not be effective until the
Commission has been notified by the New York Stock Exchange that the
Common Stock of Pioneer Hi-Bred International, Inc. has been approved by
the Exchange for listing and registration. We presently expect that to
occur on November 7, 1995.
Please feel free to contact William J. DeMeulenaere at 515-248-4820 with
any questions. Thank you.
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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
PIONEER HI-BRED INTERNATIONAL, INC.__________
(Exact name of registrant as specified in its charter)
IOWA 42-0470520 _
(State of incorporation or organization) (IRS Employer
Identification No.)
700 Capital Square, 400 Locust Street, Des Moines, Iowa 50309_____
(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 Stock, $1 Par Value New York Stock Exchange___________
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.
Common Stock, $1 Par Value. The capital stock of Pioneer Hi-Bred
International, Inc. (the 'Company' or 'Registrant') to be registered on
the New York Stock Exchange, Inc. (the 'Exchange'), is the Registrant's
Common Stock with a par value of $1 per share. Each share of Common
Stock entitles its holder to share ratably in all dividends that may be
declared on the Common Stock. There is no cumulative voting in the
election of directors. The holders of the Common Stock are entitled to
share pro rata in the distribution of the Company's available assets
upon liquidation or dissolution. There are no preemptive rights and all
outstanding shares are
fully paid and nonassessable.
A holder of shares of Common Stock is not personally liable for the acts
or debts of the Registrant within the meaning of Iowa Code 490.622(2).
While the Registrant has no shares of Serial Preferred Stock
outstanding, its Articles of Incorporation authorize the Board of
Directors to establish one or more series of Serial Preferred Stock and
to fix and determine relative rights and preferences of the shares of
each series.
Voting. In general, shares of Common Stock beneficially owned for less
than 36 months have 1 vote per share and shares of Common Stock held for
more than 36 months have five votes. The voting rights structure is set
forth in Article IV.B of the Articles of Incorporation of The Company.
Article IV.B. reads in its entirety as follows (the Company is referred
to as the Corporation in such provision):
B. 1. Each outstanding share of common stock shall entitle the
holder thereof to five votes on each matter properly
submitted to the holders of shares of common stock for their
vote, consent, waiver, release or other action; except that
no holder shall be entitled to exercise more than one vote
on any such matter in respect of any share of common stock
with respect to which there has been a change in beneficial
ownership during the thirty-six (36) months immediately
preceding the date on which a determination is made of the
shareholders who are entitled to take any such action.
2. A change in beneficial ownership of an outstanding share of
common stock shall be deemed to have occurred whenever a
change occurs in any person or group of persons who,
directly or indirectly, through any contract, arrangement,
understanding, relationship or otherwise has or shares (i)
voting power, which includes the power to vote, or to direct
the voting of such share; (ii) investment power, which
includes the power to direct the sale or other disposition
of such share; (iii) the right to receive or retain the
proceeds of any sale or other disposition of such share; or
(iv) the right to receive any distributions, including cash
dividends, in respect of such share.
a. In the absence of proof to the contrary provided in
accordance with the procedures referred to in
subparagraph (4) of this paragraph B, a change in
beneficial ownership shall be deemed to have occurred
whenever a share of common stock is transferred of
record into the name of any other person.
b. In the case of a share of common stock held of record
in the name of a corporation, general partnership,
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limited partnership, voting trustee, bank, trust
company, broker, nominee or clearing agency, or in any
other name except a natural person, if it has not been
established pursuant to such procedures that there has
been no change in the person or persons who direct the
exercise of the rights referred to in clauses 2(i)
through 2(iv) of this paragraph with respect to such
share of common stock during the period of thirty-six
months immediately preceding the date on which a
determination is made of the shareholders who are
entitled to take any action (or since November 14,
1985 for any period ending on or before November 14,
1988), then a change in beneficial ownership shall be
deemed to have occurred during such period.
c. In the case of a share of common stock held of record
in the name of any person as trustee, agent, guardian
or custodian under the Uniform Gifts to Minors Act as
in effect in any state, a change in beneficial
ownership shall be deemed to have occurred whenever
there is a change in the beneficiary of such trust,
the principal of such agent, the ward of such guardian
or the minor for whom such custodian is acting or in
such trustee, agent, guardian or custodian.
3. Notwithstanding anything in this paragraph B to the
contrary, no change in beneficial ownership shall be deemed
to have occurred solely as a result of:
a. any event that occurred prior to November 14, 1985 or
pursuant to the terms of any contract (other than a
contract for the purchase and sale of shares of common
stock contemplating prompt settlement), including
contracts providing for options, rights of first
refusal and similar arrangements in existence on such
date to which any holder of shares of common stock is
a party;
b. any transfer of any interest in shares of common stock
pursuant to a bequest or inheritance, by operation of
law upon the death of any individual, or by any other
transfer without valuable consideration, including a
gift that is made in good faith and not for the
purpose of circumventing this Article IV;
c. any change in the beneficiary of any trust, or any
distribution of a share of common stock from trust, by
reason of the birth, death, marriage or divorce of any
natural person, the adoption of any natural person
prior to age 18 or the passage of a given period of
time or the attainment by any natural person of a
specific age, or the creation or termination of any
d. any appointment of a successor trustee, agent,
guardian or custodian with respect to a share of
common stock if neither such successor has nor its
predecessor had the power to vote or to dispose of
such share of common stock without further
instructions from others, whose identities remain
unchanged;
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e. any change in the person to whom dividends or other
distributions in respect to a share of common stock
are to be paid pursuant to the issuance or
modification of a revocable dividend payment order; or
f. except as provided in subparagraph (5) of this
paragraph B, any issuance of a share of common stock
by the Corporation or any transfer by the Corporation
of a share of common stock held in treasury, (i.e.,
the person acquiring the share shall be deemed on the
date of issuance or transfer by the Corporation to
have continuously beneficially owned such share for
thirty-six (36) months), unless otherwise determined
by the Board of Directors at the time of authorizing
such issuance or transfer.
4. For purposes of this paragraph B, all determinations
concerning changes in beneficial ownership, or the absence
of any such change, shall be made by the Corporation.
Written procedures designed to facilitate such
determinations shall be established by the Corporation and
refined from time to time. Such procedures shall provide,
among other things, the manner of proof of facts that will
be accepted and the frequency with which such proof may be
required to be renewed. The Corporation and any transfer
agent shall be entitled to rely on all information
concerning beneficial ownership of the common stock coming
to their attention from any source and in any manner
reasonably deemed by them to be reliable, but neither the
Corporation nor any transfer agent shall be charged with any
other knowledge concerning the beneficial ownership of the
common stock.
5. In the event of any stock split or stock dividend with
respect to the common stock, each share of common stock
acquired by reason of such split or dividend shall be deemed
to have been beneficially owned by the same person
continuously from the same date as that on which beneficial
ownership of the share of common stock, with respect to
which such share of common stock was distributed, was
acquired.
6. Each share of common stock, whether at any particular time
the holder thereof is entitled to exercise five votes for
one, shall be identical to all other shares of common stock
in all other respects, and together all of the common shares
shall constitute a single class of shares of the
Corporation.
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7. Notwithstanding any provision in this paragraph B to the
contrary, if at any time the common stock will be ineligible
for inclusion on the National Market System of the National
Association of Securities Dealers, Inc. Automated Quotation
System (or such other similar automated quotation system as
may exist at the time) so long as some but not all shares of
common stock have five votes per share, then, upon a
determination by the Board of Directors that the provisions
of this paragraph B no longer are in the best interests of
the shareholders, and without any shareholder action, each
outstanding share of common stock shall entitle the holder
thereof to one vote on each matter properly submitted
thereafter to the holders of common stock for their vote,
consent, waiver, release or other action.
Shareholder Rights Plan. The Registrant has adopted a Shareholder
Rights Plan effective as of April 6, 1989 and amended and restated as of
December 13, 1994 (the 'Rights Plan'). In connection with the
effectiveness of the Rights Plan, the Board of Directors declared a
dividend distribution of one right (a 'Right') for each outstanding
share of Common Stock to shareholders of record on April 6, 1989. The
Registrant has filed an 8-A registration for such Rights.
Limitations on Change in Control. The Registrant has in the past
adopted various measures, including the Rights Plan and the voting
structure discussed above, which, in the judgment of the Board of
Directors, represent sound corporate policy and are in the best
interests of the Registrant's shareholders. Several of these measures
may, however, have an effect upon certain acquisition offers for control
of the Registrant, including the following:
Classified Board of Directors. The Articles provide for the
classification of the Board of Directors into three classes of directors
serving staggered three-year terms, with the classes to be as nearly
equal in number as possible. One class of directors stands for election
at each annual meeting of shareholders. Therefore, at least two
shareholder meetings would be required to effect a change in control of
the Board.
Serial Preferred Stock. As discussed above, Serial Preferred Stock can
be issued in one or more series by the Board of Directors without
further shareholder approval. The Board of Directors has the power to
determine the designations, preferences and rights of each such series.
Because the Board of Directors has substantial discretion in setting the
terms of the Serial Preferred Stock, such stock may act as a defensive
measure. The Registrant does not have any plans, commitments or
understandings to issue any Serial Preferred Stock.
Advance Notice of Shareholder Business Proposals. The Amended and
Restated Bylaws provide for an orderly procedure for the notification of
the Registrant of business which is to be presented by a shareholder at
shareholder meetings. The procedure is designed to enable the Board to
plan such meetings and also, to the extent it deems necessary or
desirable, to inform the shareholders, prior to the meeting, of any new
business that will be presented at the meeting.
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The procedure may limit to some degree the ability of shareholders to
initiate discussion at a shareholders' meeting. It will also preclude
at a particular meeting the conducting of business for which the proper
notice procedures have not been followed. Nothing precludes discussion
by any shareholder of any business properly brought before the annual
meeting of shareholders of the Registrant.
Advance Notice for Shareholder Nomination Proposals. The Amended and
Restated Bylaws of the Registrant provide that only persons who are
nominated in accordance with the procedures specified therein are
eligible for election as directors. Such nominations may be made by the
Board of Directors, by any committee appointed by the Board or by any
shareholder of the Registrant entitled to vote for the election of
directors at the meeting, provided that any shareholder seeking to
nominate a person for election as a director of the Registrant has
complied with the notice and other procedures.
Independence Policy. The Board has adopted a Statement of Independence
which acknowledges the importance of the Registrant's continued
independence to the achievement of its goals. Under Iowa law,
consideration by the Board of the interests of such non-shareholder
constituencies is consistent with its fiduciary duties.
Employee Benefit Plans. The Registrant presently has compensation plans
that contain provisions which entitle participants to certain benefits
in the event of a change in control. These measures individually and in
the aggregate may have a defensive effect.
Removal for Cause. The Articles of Incorporation provide that the
shareholders may remove directors, only for cause, by a vote of two-
thirds of the shares then entitled to vote at an election of directors.
Special Meetings and Consents. The amended and restated Bylaws of the
Registrant provide that special shareholder meetings can be called by
the President, the majority of the Board or at the request of
shareholders owning not less than one-tenth in amount of the entire
capital stock of the Registrant issued and outstanding and entitled to
vote. Certain other procedures as set forth in the Restated Bylaws must
be followed for calling a meeting. Action without a meeting requires
written consent by all shareholders
entitled to vote.
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ITEM 2. EXHIBITS.
The securities described herein are to be registered on the New York
Stock Exchange, on which no other securities of the Registrant are
registered. Accordingly, the following exhibits required in accordance
with Part II to the Instructions as to the exhibits on Form 8-A have
been duly filed with the New York Stock Exchange:
a) Registrants Form 10-K Annual Report for the fiscal year ended
August 31, 1994;
b) Registrant's Form 10-Q Quarterly Report for the quarter ended
November 30, 1994;
c) Registrant's Form 10-Q Quarterly Report for the quarter ended
February 28, 1995;
d) Registrant's Form 10-Q Quarterly Report for the quarter ended
May 30, 1995;
e) Definitive Proxy Statement and accompanying Notice with
respect to Registrant's Annual Shareholders' Meeting held on
February 28, 1995;
f) Articles of Incorporation of Registrant, as amended ;
g) Amended and Restated Bylaws of Registrant;
h) Rights Agreement, as amended and restated December 13, 1994,
including the exhibits thereto;
i) Specimen of Registrant's Common Stock certificate; and
j) Registrant's Annual Report to Shareholders with respect to its
fiscal year ended August 31, 1994.
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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.
PIONEER HI-BRED INTERNATIONAL, INC.
By:________________________________
Dwight G. Dollison
Vice President and Treasurer
Date: October 18, 1995
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