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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) or (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
THE UPJOHN COMPANY
(Exact Name of Registrant as specified in its Charter)
DELAWARE 38-1123360
(State of Incorporation or Organization) (IRS Employer Identification No.)
7000 Portage Road
Kalamazoo, Michigan 49001
(Address of Principal Executive Office) (Zip Code)
Securities to be Registered Pursuant to Section 12(b) of the Act:
Name of each exchange on which
Title of each class to be so registered each class is to be registered
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Preferred Stock Purchase Rights New York Stock Exchange, Inc.
Securities to be Registered Pursuant to Section 12(g) of the Act:
None
(Title of Class)
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This Amendment No. 2 on Form 8-A/A is filed to supplement and amend
the information set forth in the Registration Statement on Form 8-A filed by The
Upjohn Company, a Delaware corporation ("Upjohn"), on June 26, 1986, and the
information set forth in the First Amendment thereto filed on Form 8 by Upjohn
on March 27, 1989. All capitalized terms not defined herein have the meanings
ascribed to such term in the Rights Agreement (as defined herein).
Item 1. Description of Securities
On August 19, 1995, the Board of Directors of Upjohn approved the
Second Amendment to the Rights Agreement (the "Second Amendment"), dated as of
June 17, 1986, as amended (the "Rights Agreement"), between Upjohn and The Bank
of New York, as Rights Agent (the "Rights Agent").
The Second Amendment and the Rights Agreement provide that if any
person or group becomes the beneficial owner of 20% or more of the Common Stock,
par value $1.00 per share (the "Common Stock"), of Upjohn, other than Pharmacia
Aktiebolag ("Pharmacia"), AB Volvo, Forvaltningsaktiebolaget Stattum, Bushwood,
Inc. ("Bushwood"), Bushwood Subsidiary, Inc. ("Bushwood Sub") or any of their
respective subsidiaries (an "Acquiring Person"), all holders of Upjohn's
preferred stock purchase rights (the "Rights") (other than Rights held by an
Acquiring Person, its affiliates and their transferees) would be entitled, upon
the exercise of a Right, to purchase from Upjohn, Common Stock having a market
value of twice the Exercise Price, subject to adjustment (the "Flip-in"). Each
Right owned by an Acquiring Person, its affiliates and their transferees would
become void. On August 21, 1995 Bushwood changed its name to Pharmacia & Upjohn,
Inc. and Bushwood Sub changed its name to Pharmacia & Upjohn, Subsidiary Inc.
The Rights Agreement continues to provide that at any time after any
person or group becomes an Acquiring Person, the Board of Directors of
Upjohn, at its option and without any action by the holders of Rights, may
effectuate the Flip-in by exchanging all or part of the outstanding Rights
(other than the Rights held by an Acquiring Person, its affiliates and their
transferees, which would be void) for Common Stock.
The Second Amendment provides that the transactions contemplated by
the Combination Agreement will not cause Pharmacia, Bushwood or Bushwood Sub to
have made a tender or exchange offer for 30% or more of the Common Stock.
The Second Amendment amends the definition of Stock Acquisition Date
to provide that a Stock Acquisition Date occurs on the first date on which
Upjohn publicly announces that an Acquiring Person has become such.
The Rights, as amended by this Second Amendment, will not prevent a
takeover of Upjohn. The Rights, however, may have certain anti-takeover
effects. The Rights may cause substantial dilution to a person or group that
acquires 20% or more of the Common Stock unless the Rights are first redeemed by
the Board of Directors of Upjohn. Accordingly, the Rights should encourage
a potential acquiror to seek to negotiate with the Board of Directors of
Upjohn, which would then be in a better position to protect the interests of
Upjohn and its stockholders. The Rights would not interfere with a
transaction that is in the best interests of Upjohn and its stockholders on
or prior to the Stock Acquisition Date because the Rights can be redeemed before
the consummation of such transaction.
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As of August 17, 1995 there were 190,591,523 shares of Common
Stock issued (of which 171,688,135 shares were outstanding and 18,903,388 shares
were held in treasury). As a result of a three-for-one stock split effected in
April 1987, a one-third (1/3) Right is attached to each share of Common Stock.
As long as the Rights are attached to the Common Stock, Upjohn will issue
one-third (1/3) Right with each new share of Common Stock so that all such
shares will have Rights attached.
The Second Amendment and the Rights Agreement also contain other
technical and conforming changes. A copy of the Second Amendment is attached
hereto as Exhibit 5 and a copy of the Rights Agreement was filed as an exhibit
to the Upjohn Registration Statement on Form 8-A dated June 26, 1986. The
foregoing description of the Second Amendment and the Rights Agreement is
qualified in its entirety by reference to the Second Amendment and the Rights
Agreement.
Item 2. Exhibits.
Exhibit No. Description
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5 Second Amendment, dated as of August 20, 1995, to the Rights
Agreement, dated as of June 17, 1986 and amended as of March 22,
1989, between The Upjohn Company and The Bank of New York, as
Rights Agent.
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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, thereunto duly authorized.
THE UPJOHN COMPANY
By:/s/Kenneth M. Cyrus
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Kenneth M. Cyrus, Executive
Vice President, Secretary
and General Counsel
Date: August 21, 1995
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INDEX TO EXHIBITS
Exhibit No. Description
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5 Second Amendment, dated as of August 20, 1995, to the Rights
Agreement, dated as of June 17, 1986 and amended as of March 22,
1989, between The Pinehurst Company and The Bank of New York, as
Rights Agent.
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