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 Share Purchase Rights 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 Securities to be Registered.
On April 6, 1989 the Board of Directors of Pioneer Hi-Bred
International, Inc. (the "Company") adopted a Shareholder Rights Plan (the
"Plan"). In connection with the adoption of the Plan, the Board declared a
dividend distribution of one Right for each outstanding share of common
stock (the "Common Stock") of the Company to shareholders of record at the
close of business on April 6, 1989 (the "Record Date").
On December 13, 1994, the Board amended the Plan to (i) increase the
purchase price to $100 (the "Purchase Price") and (ii) remove a provision
which allowed certain bidders to request the Company to hold a special
meeting of shareholders to consider a resolution to accept the bidder's
proposal and redeem all outstanding Rights in connection therewith. Prior
to adoption of the foregoing amendments, the purchase price of the Rights
had been reduced from the initial purchase price of $100 to $33.33 as a
result of a three for one stock split effected in 1992.
Each Right, when exercisable, entitles the registered holder to
purchase from the Company one or more shares of the Company's Common Stock
(or in some instances an equivalent security equal in value to a share of
Common Stock) at the Purchase Price of $100 per Right. The Purchase Price
payable and the number of shares of Common Stock or other securities or
property issuable upon exercise of the Rights are subject to adjustment
from time to time to prevent dilution. The description and terms of the
Rights are set forth in a Rights Agreement (the "Rights Agreement") between
the Company and The First National Bank of Boston, as Rights Agent.
Initially, the Rights are not exercisable. They will trade with, and
cannot be separated from, the outstanding shares of Common Stock. The
Rights will be evidenced, with respect to any shares of Common Stock
outstanding as of the Record Date, by the Common Stock certificates
together with a summary of rights. New Common Stock certificates issued
after the Record Date upon transfer or new issuance of Common Stock will
contain a notation incorporating the Rights Agreement by reference. Until
the Rights become exercisable (or are earlier redeemed or expire), the
surrender for transfer of any certificates for Common Stock outstanding as
of the Record Date (with or without the summary of rights attached) also
will constitute the transfer of the Rights associated with the Common Stock
represented by such certificate.
The Rights become exercisable (i) 10 days following a public
announcement that a "Person" (as defined in the Rights Agreement) or group
of affiliated or associated Persons, with the exception of certain Company-
related entities, has acquired or obtained the right to acquire beneficial
ownership of 20% or more of the Common Stock of the Company (an "Acquiring
Person") or (ii) 10 business days (unless such date is extended by the
Board of Directors) following the commencement of (or a public announcement
of an intention to make) a tender offer or exchange offer which would
result in any Person or group of related Persons acquiring beneficial
ownership of 20% or more of the Common Stock of the Company (the earlier of
such dates being called the "Distribution Date"). 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 Stock as of the close of business on the Distribution Date, and the
separate Right Certificates alone will evidence the Rights.
The Rights will expire on the earlier of (i) April 6, 1999, or (ii)
redemption by the Company as described below.
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When the Rights first become exercisable, a holder will be entitled to
buy from the Company one share of Common Stock (or an equivalent security)
for $100. If the Company is involved in a merger or other business
combination at any time after the Rights become exercisable, the Rights
will entitle a holder to buy a number of shares of common stock of the
acquiring company having a market value of twice the exercise price of each
Right. For example, if at the time of the business combination the
acquiring company's stock has a per share value of $50, the holder of each
Right would be entitled to receive four (4) shares of the acquiring
company's common stock at a price of $100, i.e., at a 50% discount.
If any person or group acquires 20% or more of the Company's Common
Stock, the Rights will entitle a holder (other than such person or any
member of such group) to buy a number of additional shares of the Common
Stock (or in some instances, an equivalent security) of the Company having
a market value of twice the exercise price of each Right. Thus, if, for
example, a person or group were to acquire 25% of the Company's stock, and
such stock were to have a market value per share equal to $25, the holder
of each Right (other than such person or any member of such group) would be
entitled to receive eight (8) shares of Common Stock of the Company for
$100.
The Rights may be redeemed by the Company at a price of one-third of a
cent per Right (the "Redemption Price") (i) at any time before a Person
becomes an Acquiring Person, or (ii) at any time before the Distribution
Date.
Immediately upon 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. In addition, subject to applicable law,
the Board of Directors, at its option, may at any time following the
acquisition by a Person of beneficial ownership of 20% or more (but less
than 50%) of the Company's Common Stock, redeem all or part of the then
outstanding and exercisable Rights (except for Rights which have become
void in any respect) by exchanging for such Rights shares of Common Stock
or other equivalent securities, in each case equivalent to one share of
Common Stock per Right.
The terms of the Rights Agreement 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 the threshold for exercisability of the
Rights from 20% to not less than the greater of (i) any percentage greater
than the largest percentage of the outstanding Common Stock then known to
the Company to be beneficially owned by any person or group of affiliated
or associated persons or (ii) 10%, except that from and after such time as
any person 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 shareholder of the Company, including, without limitation, the
right to vote or to receive dividends.
This summary description of the Rights does not purport to be complete and
is qualified in its entirety by reference to the Rights Agreement, which is
incorporated herein by reference.
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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) Rights Agreement, dated as of April 6, 1989 and amended and
restated as of December 13, 1994, between Pioneer Hi-Bred
International, Inc. and The First National Bank of Boston, as
Rights Agent, which includes, as Exhibit A thereto, the Form of
Right Certificate and as Exhibit B thereto, the Summary of Rights.
Pursuant to the Rights Agreement, Right Certificates will not be
mailed until ten days after the Shares Acquisition Date (as defined
in the Rights Agreement) or ten days after a person commences or
announces its intention to commence a tender or exchange offer if,
upon consummation thereof, such person would become an Acquiring
Person (as defined in the Rights Agreement).
b) Registrants Form 10-K Annual Report for the fiscal year ended August
31, 1994;
c) Registrant's Form 10-Q Quarterly Report for the quarter ended
November 30, 1994;
d) Registrant's Form 10-Q Quarterly Report for the quarter ended
February 28, 1995;
e) Registrant's Form 10-Q Quarterly Report for the quarter ended May 30,
1995;
f) Definitive Proxy Statement and accompanying Notice with respect to
Registrant's Annual Shareholders' Meeting held on February 28, 1995;
g) Articles of Incorporation of Registrant, as amended ;
h) Amended and Restated Bylaws of Registrant;
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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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.
Pioneer Hi-Bred International, Inc.
By:_______________________________
Dwight G. Dollison
Vice President and Treasurer
Date: October 18, 1995
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