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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or 12(g) of
the Securities Exchange Act of 1934
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CALIBER SYSTEM, INC.
(Exact of registrant as specified in its charter)
Ohio 34-1365496
(State or other jurisdiction of (I.R.S. Employer
incorporation) Identification
Number)
3560 West Market Street
Akron, Ohio 44334-0459
(Address of principal executive (Zip Code)
offices)
If this Form relates to the If this Form relates to the
registration of a class of debt registration of a class of debt
securities and is effective upon securities and is to become effective
filing pursuant to General simultaneously with the
Instruction A(c)(1) please check effectiveness of a concurrent
the following box [] 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(b) of the Act:
Title of each class Name of each change on which
to be so registered each class is to be registered
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Rights to Purchase Common Stock New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None.
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Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
On August 14, 1996, the Directors of Caliber System, Inc. (the
"Company") declared a dividend distribution of one right (a "Right") for each
outstanding share of common stock of the Company ("Common Share"). The Rights
will be issued to shareholders of record at the close of business on August 26,
1996 (the "Record Date"). The terms of the Rights are set forth in a Rights
Agreement, dated August 22, 1996, between the Company and KeyBank National
Association (the "Rights Agent").
Each Right entitles the registered holder to purchase from the
Company one Common Share at a price of $120 per share (the "Purchase Price"),
subject to adjustment. The Rights will expire on August 26, 2006, unless earlier
redeemed by the Company as described below.
Until the Distribution Date (as described below), the Rights
will be evidenced by the Common Share certificates. The Rights Agreement
provides that, until the Distribution Date, the Rights will be transferred with
and only with the Common Shares. Until the Distribution Date (or earlier
redemption or expiration of the Rights), (i) new Common Share certificates
issued upon transfer or new issuance of Common Shares will contain a notation
incorporating the Rights Agreement by reference and (ii) the surrender for
transfer of any certificates for Common Shares will also constitute the transfer
of the Rights associated with the Common Shares represented by such certificate.
The Rights are not exercisable until the earlier to occur of
(i) 10 days following a public announcement by the Company that a person or
group of affiliated or associated persons (an "Acquiring Person") has acquired,
or obtained the right to acquire, beneficial ownership of 20% or more of the
outstanding Common Shares (or such later date as the Directors may specify) and
(ii) 10 days (or such later date as the Directors may specify) following the
commencement of a tender offer or exchange offer for 20% or more of such
outstanding Common Shares, (the earlier of such dates being hereinafter called
the "Distribution Date"), provided, however, that a person shall not be an
Acquiring Person (i) if such person has reported or is required to report such
ownership of less than 20% of the Common Shares then outstanding on Schedule 13G
under the Securities Exchange Act of 1934, as amended (the "Exchange Act") or
(ii) if such person has reported or is required to report such ownership on
Schedule 13D under the Exchange Act, which Schedule 13D does not state any
intention to or reserve the right to control or influence the Company or engage
in certain other actions, and upon the Company's request, such person certifies
to the Company that such person acquired Common Shares in excess of 20%
inadvertently and such person, together with its affiliates and associates,
thereafter does not acquire additional Common Shares while the beneficial owner
of 20% or more of the Common Shares outstanding. Notwithstanding the foregoing,
the term "Acquiring Person" will not include a "group" required to file a
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Schedule 13D with the Commission pursuant to Section 13(d) of the Exchange Act
(a) so long as (i) such "group" consists solely of beneficial owners of Common
Shares prior to the date of this Agreement, (ii) such "group" has not made a
public announcement or filing with the Commission which states in substance that
such "group" or any members thereof, or any Affiliate of any of the foregoing,
has (A) made or intends to make or effect any tender or exchange offer for more
than 20% of the Common Shares or merger or other business combination
transaction, or (B) commenced or intends to commence the solicitation of proxies
in favor of any such transaction or a change in a majority of the members of the
Directors, and (iii) such "group" does not beneficially own more than 25% of the
then-outstanding Common Shares or (b) which the Directors determine, after
consultation with counsel (who may be regular counsel to the Company), should
not be deemed to constitute an "Acquiring Person" hereunder.
As soon as practicable following the Distribution Date,
separate certificates evidencing the Rights (the "Rights Certificates") 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 will thereafter
evidence the Rights.
The Purchase Price payable upon exercise of the Rights, and
the number of Common Shares or other securities or property issuable upon
exercise, 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, options, or warrants to subscribe for Common
Shares or convertible securities at 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 cash (excluding regular periodic cash dividends at
a rate not in excess of 125% of the rate of the last cash dividend theretofore
paid), assets, stock (other than 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.
In the event that (i) an Acquiring Person merges into the
Company and the Company's Common Shares are not changed or exchanged, (ii) an
Acquiring Person engages in one of a number of other self-dealing transactions
specified in the Rights Agreement, or (iii) any person becomes an Acquiring
Person (collectively, a "Flip-In Event"), proper provision shall be made so that
each holder of a Right will thereafter have the right to receive, upon exercise
thereof at the then current exercise price of the Right, that number of Common
Shares having a market value of two times the exercise price of the Right.
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In the event that (i) the Company engages in a merger or other
business transaction in which the Company is not the surviving corporation, (ii)
the Company engages in a merger or other business combination transaction in
which its Common Shares are changed or exchanged, or (iii) 50% or more of the
Company's assets or earning power are sold, (collectively a "Flip-Over Event";
"Flip-In Events and Flip-Over Events" are referred to collectively as
"Triggering Events"), proper provision shall be made so that each holder of a
Right shall 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 (or, under certain circumstances, an economically equivalent security or
securities) of the surviving, resulting or acquiring person which at the time of
such transaction would have a market value of two times the exercise price of
the Right.
Rights that are or were beneficially owned by an Acquiring
Person shall be void after the later of the Distribution Date or the first
occurrence of a Flip-In Event.
The Directors may, at their option, at any time after the
latter of the Distribution Date or the first occurrence of a Triggering Event
and prior to the time that a person or group has acquired or obtained the right
to acquire 50% or more of the outstanding Common Shares, exchange all or part of
the exercisable Rights for Common Shares at an exchange ratio of one Common
Share per Right, subject to adjustment.
No fractional shares will be issued and in lieu thereof,
payment in cash will be made based on the market price of the Common Shares on
the last trading day prior to the date of exercise.
Prior to August 26, 2006, at any time prior to the later of
(i) the Distribution Date and (ii) the date of the first occurrence of a
Triggering Event, the Directors may redeem the Rights in whole, but not in part,
at a price of $0.001 per Right, payable in cash, Common Shares, or other
consideration (the "Redemption Price"). Immediately upon the effective date of
the action of the Directors of the Company electing to redeem 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.
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 Agreement may be amended by the Company and the
Rights Agent without the approval of any holders of Rights at any time and from
time to time, provided that after the Distribution Date, the amendment will not
adversely affect the interests of holders of Rights, and no such amendment shall
decrease the Redemption Price or the period of time remaining until
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the Final Expiration Date or modify a time period relating to when Rights may be
redeemed at such time as the Rights are not then redeemable.
The Rights Agreement and the form of press release announcing the
declaration of the dividend distribution of the Rights are attached hereto as
exhibits and are incorporated herein by this reference. The foregoing
description of the Rights is as of the Record Date, does not purport to be
complete and is qualified in its entirety by reference to such exhibits.
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Item 2. EXHIBITS.
Exhibit No. Description
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1 Form of Right Certificate (Exhibit A to
Rights Agreement filed as Exhibit 2
hereto)
2 Rights Agreement
3 Summary of Rights (Exhibit B to the
Rights Agreement filed as Exhibit 2
hereto)
4 Form of press release dated August 15,
1996.
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SIGNATURE
Pursuant to the requirements of Section 12 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.
CALIBER SYSTEM, INC.
By /s/ John P. Chandler
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John P. Chandler
Vice President and Treasurer
Date: August 22, 1996
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INDEX TO EXHIBITS
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Sequential
Exhibit No. Description Page
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1 Form of Right Certificate (Exhibit A
to Rights Agreement filed as Exhibit 2
hereto)
2 Rights Agreement
3 Summary of Rights (Exhibit B to the Rights Agreement
filed as Exhibit 2 hereto)
4 Form of press release dated August 15, 1996.
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