SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
PIER 1 IMPORTS, INC.
(Exact name of registrant as specified in its charter)
Delaware 75-1729843
(State of incorporation (IRS Employer
or organization) Identification No.)
301 Commerce Street, Suite 600
Fort Worth, Texas 76102
(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 Purchase Rights New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
Item 1. Description of Registrant's Securities to be Registered.
On December 9, 1994, the Board of Directors of Pier 1 Imports, Inc. (the
"Company") announced the declaration of a dividend of one share purchase
right (a "Right") for each outstanding share of common stock, par value $1.00
per share (the "Common Shares" ), of the Company. The dividend is payable on
December 21, 1994 (the "Record Date") to shareholders of record on that date.
Each Right entitles the registered holder to purchase from the Company one
Common Share at a price of $35.00 per Common 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
Interstate Bank of Texas, N.A., as Rights Agent.
Initially the Rights are not exercisable. They will trade with, and
cannot be separated from, the outstanding Common Shares. The Rights will be
evidenced by certificates for such Common Shares together with this Summary
of Rights attached for shares outstanding on the Record Date. New
certificates for Common Shares issued after the Record Date upon transfer of
then outstanding shares or new issuance of Common Shares will contain a
notation incorporating the Rights Agreement by reference. Until the Rights
become exercisable (or are redeemed or expire at an earlier time) the
transfer of any Common Share certificates, with or without this Summary of
Rights attached for shares outstanding on the Record Date, will also
constitute the transfer of Rights associated with such Common Shares.
The Rights become exercisable at the earlier to occur of (i) 10 days
following a public announcement that a person or group of affiliated or
associated persons have acquired beneficial ownership of 15% or more of the
outstanding Common Shares (such person or group being referred to as an
"Acquiring Person"), 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 beneficial ownership by a person or
group of 15% or more of the outstanding Common Shares (the earlier of such
dates being called the "Distribution Date"). As soon as practicable
following the Distribution Date, separate certificates evidencing the Rights
will be mailed to holders of record of the Common Shares as of the close of
business on the Distribution Date and such separate Rights certificates alone
will evidence the Rights.
The Rights will expire on December 21, 2004, unless such date is
extended or unless earlier redeemed or exchanged by the Company as described
below.
The Purchase Price payable, and the number of Common Shares 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 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
convertible securities convertible into Common Shares with a conversion
price, less than the 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).
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 date prior to the date of exercise.
The number of outstanding Rights and the number of Common Shares
issuable upon exercise of each Right are also subject to adjustment in the
event, prior to the Distribution Date, of a stock split of the Common Shares
or a stock dividend on the Common Shares payable in Common Shares or
subdivisions, consolidations or combinations of the Common Shares.
In the event that the Company were acquired in a merger or other
business combination transaction or 50% or more of its consolidated assets or
earning power were 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
would have a market value of two times the exercise price of the Right.
In the event that any person becomes an Acquiring Person, proper
provision shall be made so that each holder of a Right, other than the
Acquiring Person and its Affiliates and Associates (whose Rights will
thereafter be void), will thereafter have the right to receive upon exercise
at the then current exercise price of the Right, that number of Common Shares
having a market value on the date such person became an Acquiring Person of
two times the exercise price of the Right. If the Company does not have
sufficient Common Shares to satisfy such obligation to issue Common Shares,
or if the Board of Directors so elects, the Company shall deliver upon
payment of the exercise price of a Right in substitution for any or all
Common Shares an amount of cash, securities or other assets equivalent in
value to the Common Shares otherwise issuable upon exercise of a Right
immediately after any required adjustments; provided that, if the Company
fails to meet such obligation within 30 days following the event triggering
the right to purchase Common Shares, the Company must deliver, upon exercise
of a Right but without requiring payment of the exercise price then in
effect, Common Shares (to the extent available) and cash equal in value to
the difference between the value of the Common Shares otherwise issuable upon
the exercise of a Right and the exercise price then in effect. The Board of
Directors may extend the 30-day period described above for up to an
additional 60 days to permit the taking of action that may be necessary to
authorize sufficient additional Common Shares to permit the issuance of
Common Shares upon the exercise in full of the Rights.
The Board of Directors of the Company may at its option at any time
after any person becomes an Acquiring Person, but not after any person
together with his affiliates and associates beneficially owns more than 50%
of the outstanding Common Shares, exchange all or part of the then
outstanding and exercisable Rights (other than those held by such Acquiring
Person or group which shall have become void) for Common Shares at an
exchange ratio of one-half the number of Common Shares receivable upon
exercise of a Right per Right, subject to adjustment.
At any time prior to the time that a person or group of affiliated or
associated persons acquires beneficial ownership of 15% 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 redemption price of $.01 per
Right. 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 the action of the Board of
Directors ordering 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
such 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, except that after
any person becomes an Acquiring Person, no such amendment may adversely
affect the interests of the holders of the Rights (other than the Acquiring
Person and its affiliates and associates).
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.
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 filed as Exhibit No. 4 to this Registration Statement and is incorporated
herein by reference.
Item 2. Exhibits.
4. Rights Agreement, dated as of December 9, 1994, between Pier 1
Imports, Inc. and First Interstate Bank of Texas, N.A., as Rights Agent. The
Rights Agreement includes as Exhibit A the form of Right Certificate.
Pursuant to the Rights Agreement, Right Certificates will not be distributed
until after the Distribution Date (as defined in the Rights Agreement).
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.
Dated: December 20, 1994
PIER 1 IMPORTS, INC.
By /s/ J. Rodney Lawrence
J. Rodney Lawrence
Senior Vice President