1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Rohm and Haas Company
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 23-102837
(State of incorporation or organization) (I.R.S. Employer Identification No.)
100 Independence Mall West
Philadelphia, Pennsylvania 19106
(Address of principal executive offices) (Zip Code)
Securities to registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class to be so registered which each class is to be registered
Preferred Stock Purchase Rights New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
(None)
2
Item 1. Description of Registrant's Securities to be Registered
On October 19, 2000, the Board of Directors of Rohm and Haas Company
(the "Company") declared a dividend of one preferred share purchase right (a
"Right") for each outstanding share of Common Stock, par value $2.50 per share,
of the Company (the "Common Stock"). The dividend is payable on November 3, 2000
(the "Record Date") to the stockholders of record on that date. Each Right
entitles the registered holder to purchase from the Company one one-thousandth
(subject to adjustment) of a share of Series A Junior Participating Preferred
Stock, par value $1.00 per share (the "Preferred Stock"), of the Company at a
price of $150 per one one-thousandth of a Preferred Share (the "Purchase
Price"), subject to adjustment. The description and terms of the Rights are set
forth in a Rights Agreement, dated as of October 26, 2000 (the "Rights
Agreement") between the Company and EquiServe Trust Company, NA, 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 (with
certain exceptions an "Acquiring Person") have acquired beneficial ownership of
15% or more of the outstanding Common Stock 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 or group of affiliated persons 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 15% or more of the outstanding
shares of Common Stock (the earlier of such dates being called the "Distribution
Date"), the Rights will be evidenced, with respect to any of the Common Stock
certificates outstanding as of the Record Date, by such Common Stock certificate
together with a copy of the Summary of Rights to Purchase Shares of Preferred
Stock (the "Summary of Rights") a copy of which is attached to the Rights
Agreement as Exhibit C. For purposes of the Rights Agreement, the descendants of
each of Otto Haas and his spouse, the spouses of such descendants and any trusts
and foundations established by any of them (collectively, the "Haas Family")
will not be deemed to be or become an Acquiring Person unless and until such
time as the Haas Family shall have become the beneficial owner of 35% or more of
the outstanding Common Stock.
The Rights Agreement provides that, until the Distribution Date (or
earlier redemption or expiration of the Rights), the Rights will be transferred
with and only with the shares of Common Stock. Until the Distribution Date (or
earlier redemption or expiration of the Rights), new Common Stock certificates
issued after the Record Date upon transfer or new issuances of Common Stock will
contain a notation incorporating the Rights Agreement by reference. Until the
Distribution Date (or earlier redemption or expiration of the Rights), the
surrender for transfer of any certificates for Common Stock outstanding as of
the Record Date, even without such notation or a copy of the Summary of Rights,
will also constitute the transfer of the Rights associated with the shares of
Common Stock 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 Stock as of the
close of business on the Distribution Date and such separate Right Certificates
alone will evidence the Rights.
3
3
The Rights are not exercisable until the Distribution Date. The Rights
will expire on December 1, 2010 (the "Final Expiration Date"), unless the Final
Expiration Date is advanced or extended or unless the Rights are earlier
redeemed or exchanged by the Company, in each case as described below.
The Purchase Price payable, and the number of shares of Preferred Stock
or other securities 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
Preferred Stock, (ii) upon the grant to holders of the Preferred Stock of
certain rights or warrants to subscribe for or purchase Preferred Stock at a
price, or securities convertible into Preferred Stock with a conversion price,
less than the then-current market price of the Preferred Stock or (iii) upon the
distribution to holders of the Preferred Stock of evidences of indebtedness or
assets (excluding regular periodic cash dividends or dividends payable in
Preferred Stock) or of subscription rights or warrants (other than those
referred to above).
The number of outstanding Rights are also subject to adjustment in the
event of a stock split of the Common Stock or a stock dividend on the Common
Stock payable in Common Stock or subdivisions, consolidations or combinations of
the Common Stock occurring, in any such case, prior to the Distribution Date.
Shares of Preferred Stock purchasable upon exercise of the Rights will
not be redeemable. Each share of Preferred Stock will be entitled to a minimum
preferential quarterly dividend payment of $10 per share but will be entitled to
an aggregate dividend of 1,000 times the dividend declared per share of Common
Stock. In the event of liquidation or dissolution or winding up of the Company,
the holders of the Preferred Stock will be entitled to a minimum preferential
liquidation payment of $1,000 per share (plus any accrued but unpaid dividends)
but will be entitled to an aggregate payment of 1,000 times the payment made per
share of Common Stock. Each share of Preferred Stock will have 1,000 votes,
voting together with the Common Stock. Finally, in the event of any merger,
consolidation or other transaction in which shares of Common Stock are converted
or exchanged, each share of Preferred Stock will be entitled to receive 1,000
times the amount received per share of Common Stock. These rights are protected
by customary antidilution provisions.
Because of the nature of the Preferred Stock's dividend, liquidation
and voting rights, the value of the one one-thousandth interest in a share of
Preferred Stock purchasable upon exercise of each Right should approximate the
value of one share of Common Stock.
In the event that any person or group of affiliated or associated
persons becomes an Acquiring Person, proper provision will be made so that each
holder of a Right, other than Rights beneficially owned by the Acquiring Person
or any affiliate or associate of the Acquiring Person or certain other
transferees (which will thereafter be void), will thereafter have the right to
receive upon exercise of the Right at the then current Purchase Price, that
number of shares of Common Stock having a market value of two times the Purchase
Price.
In the event that, after a person or group has become an Acquiring
Person, the Company is acquired in a merger or other business combination
transaction or 50% or more of its consolidated assets or earning power are sold,
proper provision will be made so that each holder
4
4
of a Right (other than Rights beneficially owned by an Acquiring Person or any
affiliate or associate of the Acquiring Person or certain other transferees
which will have become void) will thereafter have the right to receive, upon the
exercise of the Right at the then current Purchase Price, that number of shares
of common stock of the person with whom the Company has engaged in the foregoing
transaction (or its parent) which number of shares at the time of such
transaction will have a market value of two times the Purchase Price.
At any time after any person or group becomes an Acquiring Person and
prior to the acquisition by such person or group of 50% or more of the
outstanding Common Stock or the occurrence of an event described in the
preceding paragraph, the Board of Directors of the Company may exchange the
Rights (other than Rights owned by such person or group which will have become
void), in whole or in part, at an exchange ratio of one share of Common Stock,
or a fractional share of Preferred Stock (or of a share of a class or series of
the Company's preferred stock having equivalent rights, preferences and
privileges), 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 shares of Preferred Stock will be issued
(other than fractions which are integral multiples of one one-thousandth of a
share of Preferred Stock, which may, at the election of the Company, be
evidenced by depositary receipts) and in lieu thereof, an adjustment in cash
will be made based on the market price of the Preferred Stock on the last
trading day prior to the date of exercise.
At any time prior to the time an Acquiring Person becomes such, 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 and 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.
For so long as Rights are then redeemable, the Company may,
except with respect to the redemption price, amend the Rights in any manner.
After the Rights are no longer redeemable the Company may, except with respect
to the redemption price, amend the Rights in any manner that does not adversely
affect the interests of 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.
5
5
Item 2. Exhibits.
4. Rights Agreement, dated as of October 26, 2000, between the
Company and EquiServe Trust Company, NA, as Rights Agent which
includes the Certificate of Designations for the Series A
Junior Participating Preferred Stock as Exhibit A, the form of
Right Certificate as Exhibit B and the Summary of Rights to
Purchase Shares of Preferred Stock as Exhibit C. 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 or group has
acquired beneficial ownership of 15% or more of the shares of
Common Stock or the tenth business day after a person
commences, or announces its intention to commence, a tender
offer or exchange offer the consummation of which would result
in the beneficial ownership by a person or group of 15% or
more of the shares of Common Stock.
99. Press Release dated October 19, 2000.
6
6
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.
ROHM AND HAAS COMPANY
DATED: October 26, 2000 By: /s/Robert A. Lonergan
---------------- --------------------------
Name: Robert A. Lonergan
Title: Vice President &
General Counsel
7
7
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
4. Rights Agreement, dated as of October 26, 2000, between the
Company and EquiServe Trust Company, NA, as Rights Agent which
includes the Certificate of Designations for the Series A
Junior Participating Preferred Stock as Exhibit A, the form of
Right Certificate as Exhibit B and the Summary of Rights to
Purchase Shares of Preferred Stock as Exhibit C. 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 or group has
acquired beneficial ownership of 15% or more of the shares of
Common Stock or the tenth business day after a person
commences, or announces its intention to commence, a tender
offer or exchange offer the consummation of which would result
in the beneficial ownership by a person or group of 15% or
more of the shares of Common stock.
99. Press Release dated October 19, 2000.