UNITED STATES
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 EXCHANGE ACT OF 1934
Piccadilly Cafeterias, Inc.
(Exact name of registrant as specified in its charter)
Louisiana 72-0604977
(State of incorporation or organization) (I.R.S. Employer Identification
Number)
3232 Sherwood Forest Boulevard 70816
Baton Rouge, Louisiana (Zip Code)
(Address of principal executive offices)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
Title of each class Name of each exchange
TO BE SO REGISTERED ON WHICH EACH CLASS IS TO BE REGISTERED
Preferred Stock Purchase Rights New York Stock Exchange
If this Form relates to the registration of a class of debt securities
and is effective upon filing pursuant to General Instruction A.(c)(1),
please check the following box.
If this Form relates to the registration of a class of debt securities
and is to become effective simultaneous with the effectiveness of a
concurrent registration statement under the Securities Act of 1933 pursuant
to General Instruction A.(c)(2), please check the following box.
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
None
ITEM 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
On November 2, 1998, the Board of Directors of Piccadilly Cafeterias,
Inc., a Louisiana corporation (the "Company") declared a dividend of one
preferred stock purchase right (a "Right") for each outstanding share of
common stock, no par value (the "Common Stock"), of the Company. The
dividend is payable on November 6, 1998 to shareholders of record on
November 2, 1998 (the "Record Date"). Each Right entitles the registered
holder to purchase from the Company one one-hundredth of a share of Series
A Participating Cumulative Preferred Stock, no par value (the "Preferred
Stock"), of the Company at a price of $51.00 per one one-hundredth of a
share of Preferred Stock (the "Purchase Price"), subject to adjustment.
The description and terms of the Rights are set forth in a Rights Agreement
dated as of November 2, 1998 (the "Rights Agreement") between the Company
and Wachovia Bank, N.A., as Rights Agent (the "Rights Agent").
Subject to certain exceptions, until the earlier to occur of (i) 10
days following a public announcement that a person or group of affiliated
or associated persons (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 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, with a copy of a
Summary of Rights attached thereto.
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 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 issuance 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 being attached thereto, will
also constitute the transfer of the Rights associated with the 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.
The Rights are not exercisable until the Distribution Date. The
Rights will expire on November 2, 2008 (the "Final Expiration Date"),
unless the Final Expiration Date is 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 paid out of earnings or retained earnings
or dividends payable in shares of Preferred Stock) or of subscription
rights or warrants (other than those referred to above).
The number of outstanding Rights and the number of one one-hundredths
of a share of Preferred Stock issuable upon exercise of each Right 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 shares of Common Stock or
subdivisions, consolidations or combinations of the Common Stock occurring,
in any such case, prior to the Distribution Date.
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-
hundredth of a share of Preferred Stock, which may, at the election of the
Company, be evidenced by depository 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.
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 $1.00 but will be entitled to an
aggregate dividend of 100 times the dividend declared per share of Common
Stock. In the event of liquidation, the holders of the Preferred Stock
will be entitled to a minimum preferential liquidation payment of $0.01 per
share but will be entitled to an aggregate payment of 100 times the payment
made per share of Common Stock. Each share of Preferred Stock will have
100 votes, voting together with the Common Stock. Finally, in the event of
any merger, consolidation or other transaction in which Common Stock is
exchanged, each share of Preferred Stock will be entitled to receive 100
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-hundredth of a share of
Preferred Stock purchasable upon exercise of each Right should approximate
the value of one share of Common Stock.
At any time after any person or group becomes an Acquiring Person,
each holder of a Right (other than the Acquiring Person) will thereafter
have the right to exercise the Right to purchase, in lieu of Preferred
Stock, Common Stock having a market value, at the time such person or group
became an Acquiring Person, equal to two times the Purchase Price of the
Right.
In the event that 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 after a person or group has become an Acquiring
Person, proper provision will be made so that each holder of a Right (other
than the Acquiring Person) will thereafter have the right to receive, upon
the exercise thereof at the then-current Purchase Price of the Right, that
number of shares of common stock of the acquiring company which at the time
of such transaction will have a market value of two times the Purchase
Price of the Right. In the event that any person or group of affiliated or
associated persons becomes an Acquiring Person, proper provision shall be
made so that each holder of a Right, other than Rights beneficially owned
by the Acquiring Person (which will thereafter be void), will thereafter
have the right to receive upon exercise that number of shares of Common
Stock having a market value at the time of such occurrence of two times the
Purchase Price of the Right.
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, 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 one one-hundredth of a share of Preferred Stock,
per Right (subject to adjustment).
At any time prior to the acquisition by a person or group of
affiliated or associated persons of beneficial ownership of 15% or more of
the outstanding Common Stock, 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.
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, including an
amendment to lower the thresholds described above, except that from and
after such time as any person or group of affiliated or associated persons
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.
As of November 2, 1998 there were 10,528,368 shares of Common Stock
issued and outstanding. As long as the Rights are attached to the Common
Stock, the Company will issue one Right with each new share of Common Stock
so that all such shares will have Rights attached.
The Rights Agreement and the press release announcing the declaration
of the Rights are attached hereto as exhibits and are incorporated herein
by reference. The foregoing description of the Rights is qualified in its
entirety by reference to such exhibits.
ITEM 2. EXHIBITS
1. Rights Agreement, dated as of November 2, 1998, between
Piccadilly Cafeterias, Inc. and Wachovia Bank, N.A., as Rights
Agent.
2. Form of Articles of Amendment to the Articles of Incorporation,
included in Exhibit A to the Rights Agreement.
3. Forms of Rights Certificate, Assignment, and Election to
Purchase, included in Exhibit B to the Rights Agreement.
4. Summary Description of the Shareholder Rights Plan, included in
Exhibit C to the Rights Agreement.
5. Press release dated November 2, 1998.
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 thereunto duly authorized.
PICCADILLY CAFETERIAS, INC.
By: /s/ Ronald A. LaBorde
Name: Ronald A. LaBorde
Title: President and Chief Executive
Officer
Dated: November 19, 1998
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
1. Rights Agreement, dated as of November 2, 1998, between
Piccadilly Cafeterias, Inc. and Wachovia Bank, N.A., as
Rights Agent.
2. Form of Articles of Amendment to the Articles of
Incorporation, included in Exhibit A to the Rights Agreement.
3. Forms of Rights Certificate, Assignment, and Election to
Purchase, included in Exhibit B to the Rights Agreement.
4. Summary Description of the Shareholder Rights Plan, included
in Exhibit C to the Rights Agreement.
5. Press release dated November 2, 1998.