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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A12G
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
TUSCARORA INCORPORATED
(Exact Name of Registrant as Specified in its Charter)
Pennsylvania 25-1119372
(State of Incorporation or Organization) (Employer Identification No.)
800 Fifth Avenue
New Brighton, Pennsylvania 15066
(Address of Principal Executive Offices) (Zip Code)
If this form relates to the registration of a class of
securities pursuant to Section 12(b) of the Exchange Act and is effective
pursuant to General Instruction A.(c), please check the following box. [ ]
If this form relates to the registration of a class of
securities pursuant to Section 12(g) of the Exchange Act and is effective
pursuant to General Instruction A.(d), please check the following box. [ X ]
Securities Act registration statement file number to which this form relates:
(if applicable)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
None
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Preferred Stock Purchase Rights
(Title of Class)
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Item 1. Description Of Registrant's Securities To Be Registered.
On August 17, 1998, the Board of Directors of Tuscarora
Incorporated (the "Company") declared a dividend of one preferred share purchase
right (a "Right") for each outstanding share of Common Stock, without par value
(the "Common Stock"), of the Company. The dividend is payable to shareholders of
record at the close of business on August 31, 1998 (the "Record Date"). The
Board also authorized the issuance of one Right with respect to each share of
Common Stock that becomes outstanding after the Record Date and prior to the
Distribution Date as defined below (or earlier redemption or expiration of the
Rights). Each Right entitles the registered holder, when the Right becomes
exercisable, to purchase from the Company one one-hundredth of a share of Series
A Junior Participating Preferred Stock (the "Preferred Shares") of the Company
at a price of $65 (the "Purchase Price"), subject to adjustment. The
description and terms of the Rights are set forth in a Rights Agreement, dated
August 17, 1998, between the Company and ChaseMellon Shareholder Services,
L.L.C., as Rights Agent (the "Rights Agreement").
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") has acquired beneficial ownership of 20% or more of the
outstanding Common Stock or (ii) 10 business days (or such later date as may be
determined by the Board of Directors prior to the time a person or group 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 20% or more of
the outstanding Common Stock (the earlier of such dates being the "Distribution
Date"), the Rights will be evidenced, in the case of Common Stock certificates
outstanding as of the Record Date, by such Common Stock certificates.
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. With respect to new shares of
Common Stock issued in certificated form after the Record Date and prior to the
Distribution Date (or earlier redemption or expiration of the Rights), the
certificates evidencing such shares will contain a notation incorporating the
Rights Agreement by reference. With respect to new shares of Common Stock issued
in uncertificated form after the Record Date and prior to the Distribution Date
(or earlier redemption or expiration of the Rights) and with respect to shares
of Common Stock outstanding on the Record Date which become uncertificated
thereafter prior to the Distribution Date (or earlier redemption or expiration
of the Rights), any confirmation or advice by the Company with respect to such
shares shall contain a notice of the existence of the Rights. Until the
Distribution Date (or earlier redemption or expiration of the Rights), holders
of record of the Common Stock shall also be the holders of record of the
associated Rights and the surrender for transfer of any shares of Common Stock
will also constitute the transfer of the associated Rights. 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 form of Right
Certificate is attached to the Rights Agreement as Exhibit B.
The Rights are not exercisable until the Distribution Date.
The Rights will expire on August 31, 2008 (the "Final Expiration Date"), unless
the Final Expiration Date is extended or unless the Rights are earlier redeemed
or exchanged, in each case, as described below.
The Purchase Price payable, and the number of Preferred Shares
or other securities or property issuable, upon exercise of the Rights are
subject to adjustment from time to
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time to prevent dilution (i) in the event of a stock dividend on, or a
subdivision, combination or reclassification of, the Preferred Shares, (ii) upon
the grant to holders of the Preferred Shares of certain rights or warrants to
subscribe for or purchase Preferred Shares at a price, or securities convertible
into Preferred Shares with a conversion price, less than the then-current market
price of the Preferred Shares or (iii) upon the distribution to holders of the
Preferred Shares of evidences of indebtedness or assets (excluding regular
periodic cash dividends paid out of earnings or retained earnings or dividends
payable in Preferred Shares) 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 Preferred Share 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 Common Stock or subdivisions,
consolidations or combinations of the Common Stock occurring, in any such case,
prior to the Distribution Date (or earlier redemption or expiration of the
Rights).
Preferred Shares purchasable upon exercise of the Rights will
not be redeemable. Each Preferred Share will be entitled to a cumulative
preferential semi-annual dividend payment (or quarterly dividend payment if the
Company commences declaration of quarterly dividends on the Common Stock) of the
greater of (a) $1 or (b) 100 times the aggregate per share amount of all
dividends (other than dividends payable in Common Stock) paid in respect of the
Common Stock, subject to adjustment. In the event of liquidation, the holders of
the Preferred Shares will be entitled to a preferential liquidation payment of
$100 per share plus accrued and unpaid dividends, provided, however, that the
holders of the Preferred Shares will be entitled to receive an aggregate amount
per share of 100 times the payment made per share of Common Stock. Each
Preferred Share 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 Preferred Share 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 dividend, liquidation and voting
rights of the Preferred Shares, the value of the one one-hundredths of a
Preferred Share purchasable upon exercise of each Right should approximate the
value of one share of Common Stock. The form of Statement With Respect to Shares
which sets forth the rights and preferences of the Preferred Shares is attached
to the Rights Agreement as Exhibit A.
In the event that any person or group of affiliated or
associated persons becomes an Acquiring Person, 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 of the Right,
that number of shares of Common Stock (or Preferred Shares) having a market
value of two times the then current exercise price of the Right. Also, 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 must be
made so that each holder of a Right (other than Rights which have become void)
will thereafter have the right to receive, upon the exercise 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 then current exercise
price of the Right.
At any time after any person or group becomes an Acquiring
Person and prior to the acquisition by a person or group of beneficial ownership
of 50% or more of the outstanding Common Stock, the Board of Directors may
require the exchange of the Rights (other than Rights which have become void),
in whole or in part, at an exchange ratio of one share of Common Stock, or one
one-hundredth of a Preferred Share (or one share of a class or series of
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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 Preferred Shares will be issued upon
exercise of a Right (other than fractions which are integral multiples of one
one-hundredth of a Preferred Share, 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 Shares on the last
trading day prior to the date of exercise.
At any time prior to the acquisition by a person or group of
affiliated or associated persons of beneficial ownership of 20% or more of the
outstanding Common Stock, the Board of Directors may redeem the Rights in whole,
but not in part, at a price of $.01 per Right (the "Redemption Price"), subject
to adjustment. 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 without the consent of the holders of the Rights, except that from and
after such time as any person or group of affiliated or associated persons
becomes an Acquiring Person, no amendment may adversely affect the interests of
the holders of the Rights. Prior to any person becoming an Acquiring Person, the
Company may without the consent of the holders of the Rights lower the 20%
thresholds referred to above to not less than the greater of (i) the sum of
.001% and the largest percentage of the outstanding Common Stock then known to
the Company to be beneficially owned by any person or group of affiliated or
associated persons and (ii) 10%.
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.
The Rights have certain antitakeover effects. The Rights will
cause substantial dilution to a person or group that attempts to acquire the
Company on terms not approved by the Company's Board of Directors, except
pursuant to an offer conditioned on a substantial number of Rights being
acquired. The Rights should not interfere with any merger or other business
combination approved by the Board because the Rights may be redeemed by the
Company at the Redemption Price prior to the time that a person or group
acquires beneficial ownership of 20% or more of the Common Stock.
A copy of the Rights Agreement is filed with this registration
statement as an exhibit and is incorporated in the foregoing description of the
Rights by reference. The description is qualified in its entirety by reference
to the Rights Agreement.
Item 2. Exhibits.
The following exhibit is filed as part of this registration
statement:
Exhibit No. Document
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1. Rights Agreement, dated August 17, 1998, between Tuscarora
Incorporated and ChaseMellon Shareholder Services, L.L.C.,
with the form of Statement With
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Respect to Shares setting forth the rights and preferences
of the Series A Junior Participating Preferred Stock, par
value $.01 per share, of Tuscarora Incorporated attached as
Exhibit A, the form of Right Certificate attached as Exhibit
B and a Summary of Rights to Purchase Preferred Shares
attached as Exhibit C. Pursuant to the Rights Agreement,
printed Right Certificates will not be mailed until as soon
as practicable after the earlier of (i) the tenth day after
public announcement that a person or group of affiliated or
associated persons (an "Acquiring Person") has acquired
beneficial ownership of 20% or more of the Company's Common
Stock or (ii) the tenth business day (or such later date as
may be determined by action of the Board of Directors prior
to the time a person or group becomes an Acquiring Person)
after the commencement of, or the 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 20% or more of the
Company's Common Stock. Pursuant to the Rights Agreement,
the Summary of Rights to Purchase Preferred Shares will be
mailed as soon as practicable following the Record Date to
the holders of the Common Stock as of the close of business
on the Record Date.
SIGNATURES
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.
TUSCARORA INCORPORATED
(Registrant)
By: /s/ John P. O'Leary, Jr.
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John P. O'Leary, Jr.,
President and Chief Executive Officer
Date: August 21, 1998
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TUSCARORA INCORPORATED
FORM 8-A12G
EXHIBIT INDEX
The following exhibit is filed as part of this registration
statement:
Exhibit No. Document
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1. Rights Agreement, dated August 17, 1998, between Tuscarora
Incorporated and ChaseMellon Shareholder Services, L.L.C.,
with the form of Statement With Respect to Shares setting
forth the rights and preferences of the Series A Junior
Participating Preferred Stock, par value $.01 per share, of
Tuscarora Incorporated attached as Exhibit A, the form of
Right Certificate attached as Exhibit B and a Summary of
Rights to Purchase Preferred Shares attached as Exhibit C.
Pursuant to the Rights Agreement, printed Right Certificates
will not be mailed until as soon as practicable after the
earlier of (i) the tenth day after public announcement that
a person or group of affiliated or associated persons (an
"Acquiring Person") has acquired beneficial ownership of 20%
or more of the Company's Common Stock or (ii) the tenth
business day (or such later date as may be determined by
action of the Board of Directors prior to the time a person
or group becomes an Acquiring Person) after the commencement
of, or the 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
20% or more of the Company's Common Stock. Pursuant to the
Rights Agreement, the Summary of Rights to Purchase
Preferred Shares will be mailed as soon as practicable
following the Record Date to the holders of the Common Stock
as of the close of business on the Record Date.
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