SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A/A-2
AMENDING FORM 8-A/A-1 DATED DECEMBER 17, 1996
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.
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(Exact name of registrant as specified in its charter)
IOWA 42-0470520
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(State of incorporation or organization) (I.R.S. Employer
Identification No.)
700 Capital Square, 400 Locust Street,
Des Moines, Iowa 50309
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange on which
Title of each class registered each class is registered
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Preferred Share Purchase Rights New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
Item 1. Description of Securities to be Registered
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On April 6, 1989, the Board of Directors of Pioneer
Hi-Bred International, Inc., an Iowa corporation (the "Company")
declared a dividend of one common share purchase right (a
"Right") for each outstanding share of Common Stock, par value of
One Dollar ($1.00) per share (the "Common Shares"), of the
Company. The dividend was paid to the stockholders of record as
of 5:00 P.M., Boston, Massachusetts time, on April 6, 1989 (the
"Record Date"), and either was paid or is payable with respect to
Common Shares issued thereafter until the Distribution Date and,
in certain circumstances, is payable with respect to Common
Shares issued after the Distribution Date. Since April 6, 1989,
the terms of the Rights have been amended on December 13, 1994
and on December 13, 1996 to, among other things, modify the
Rights so that each Right represents the Right to purchase one
one-thousandth of a Preferred Share.
On August 5, 1997, the Board of Directors of the
Company adopted amendments to the Rights Agreement, dated as of
April 6, 1989, as amended and restated on December 13, 1994 and
on December 13, 1996 between the Company and Bank Boston N.A.
(formally known as The First National Bank of Boston) (the
"Rights Agent"). The amendments are set forth in an Amendment
No. 1, dated August 6, 1997, to, among other things, (1) amend
the definition of an "Acquiring Person" to exclude E.I. du Pont
de Nemours and Company ("DuPont") in order to permit DuPont's
acquisition of shares of Series A Convertible Preferred Stock
(the "Preferred Stock") pursuant to the terms of the Investment
Agreement, dated August 6, 1997 between the Company and DuPont
and (2) grant holders of shares of Preferred Stock the same
rights under the Rights Plan as holders of shares of Common
Stock.
Item 2. Exhibits.
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1 Form of Amendment No. 1, dated ------------, 1997
to the Amended and Restated Rights Agreement,
dated December 13, 1996, between Pioneer Hi-Bred
International, Inc. and Bank Boston N.A. (formally
known as The First National Bank of Boston).
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: /s/ Charles S. Johnson
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Name: Charles S. Johnson
Title: Chairman, President and
Chief Executive Officer
Date: August 28, 1997
EXHIBIT INDEX
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Exhibit Description
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1 Form of Amendment No. 1, dated -------------, 1997 to
the Amended and Restated Rights Agreement, dated
December 13, 1996, between Pioneer Hi-Bred
International, Inc. and Bank Boston N.A. (formally
known as The First National Bank of Boston).