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 (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
RUSSELL CORPORATION.
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(Exact name of registrant as specified in its charter)
Alabama 63-0180720
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(State of Incorporation or Organization) (IRS Employer Identification No.)
755 Lee Street, Alexander City, Alabama 35011
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(Address of principal executive offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to Section securities pursuant to Section
12(b) of the Exchange Act and 12(g) of the Exchange Act and
is effective pursuant to General is effective pursuant to General
Instruction A.(c), please check Instruction A.(d), please check
the following box. (X) the following box. ( )
Securities Act registration statement file number to which this form
relates: N/A
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(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which each class is
to be so registered to be registered
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Preferred Stock Purchase New York Stock Exchange, Inc.
Rights (Pursuant to Rights The Pacific Stock Exchange
Agreement dated as of Incorporated
September 15, 1999)
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
ITEM 1. DESCRIPTION OF SECURITIES TO BE REGISTERED.
On September 15, 1999, the Board of Directors of Russell
Corporation (the "Company") declared a dividend distribution of one Right
for each outstanding share of common stock, par value $.01 per share, of
the Company ("Common Stock"). The distribution is payable to the
shareholders of record at the close of business on October 25, 1999. Each
Right entitles the registered holder to purchase from the Company one one-
hundredth of a share of the Company's Series A Junior Participating
Preferred Stock ("Preferred Stock") at a price of $85 per one one-hundredth
of a share, subject to adjustment under certain circumstances (the
"Purchase Price"). The description and terms of the Rights are set forth
in a Rights Agreement (the "Rights Agreement") between the Company and
SunTrust Bank, Atlanta, as Rights Agent (the "Rights Agent").
Initially, the Rights will be attached to all Common Stock
certificates representing shares then outstanding, and no separate Rights
Certificates will be distributed. Subject to certain exceptions specified
in the Rights Agreement, the Rights will separate from the Common Stock and
a "Distribution Date" will occur upon the earlier of (i) 10 business days
following a public announcement that a person or group of affiliated or
associated persons (an "Acquiring Person") has acquired beneficial
ownership of 15% or more of the outstanding shares of Common Stock (the
"Stock Acquisition Date"), other than as a result of repurchases of stock
by the Company or (ii) 10 business days (or such later date as the Board of
Directors shall determine) following the commencement of a tender offer or
exchange offer that would result in a person or group becoming an Acquiring
Person. Until the Distribution Date, (i) the Rights will be evidenced by
the Common Stock certificates and will be transferred with and only with
such Common Stock certificates, (ii) new Common Stock certificates issued
after the Record Date will contain a notation incorporating the Rights
Agreement by reference and (iii) the surrender for transfer of any
certificates for Common Stock outstanding will also constitute the transfer
of the Rights associated with the Common Stock represented by such
certificate. Pursuant to the Rights Agreement, the Company reserves the
right to require, prior to the occurrence of a Triggering Event (as defined
below) that, upon any exercise of Rights, a number of Rights be exercised
so that only whole shares of Preferred Stock will be issued.
The Rights are not exercisable until the Distribution Date and
will expire at 5:00 P.M. (Alexander City, Alabama time) on October 25, 2009
(the "Expiration Date"), unless such date is extended or the Rights are
earlier redeemed or exchanged by the Company as described below.
As soon as practicable after the Distribution Date, Rights
Certificates will be mailed to holders of record of the Common Stock as of
the close of business on the Distribution Date and, thereafter, the
separate Rights Certificates alone will represent the Rights. Except as
otherwise determined by the Board of Directors, only shares of Common Stock
issued prior to the Distribution Date will be issued with Rights.
In the event that a Person becomes an Acquiring Person, except
pursuant to an offer for all outstanding shares of Common Stock determined
by at least a majority of the Company's independent directors to be at a
price which is fair and not inadequate and to otherwise be in the best
interests of the Company and its shareholders, after receiving advice from
one or more investment banking firms (a "Qualified Offer"), each holder of
a Right will thereafter have the right to receive, upon exercise, Common
Stock (or, in certain circumstances, cash, property or other securities of
the Company) having a value equal to two times the Purchase Price of the
Right. Notwithstanding any of the foregoing, following the occurrence of
the event set forth in this paragraph, all Rights that are, or (under
certain circumstances specified in the Rights Agreement) were, beneficially
owned by any Acquiring Person will be null and void. However, Rights are
not exercisable following the occurrence of the event set forth above until
such time as the Rights are no longer redeemable by the Company as set
forth below.
In the event that, on or at any time after a Stock Acquisition
Date, the Company (i) engages in a merger or other business combination
transaction in which the Company is not the surviving corporation (other
than with an entity which acquired its shares of Common Stock pursuant to a
Qualified Offer), (ii) the Company engages in a merger or other business
combination transaction in which the Company is the surviving corporation
and any shares of the Company's Common Stock are changed into or exchanged
for other securities or assets or (iii) 50% or more of the assets, cash
flow or earning power of the Company and its subsidiaries (taken as a
whole) are sold or transferred, each holder of a Right (except Rights that
have previously been voided as set forth above) 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 of the acquiring
Company which at the time of such transaction would have a market value
(determined as provided in the Rights Agreement) of two times the Purchase
Price of the Right. The events set forth in this paragraph and in the
second preceding paragraph are referred to as the "Triggering Events."
At any time prior to the earlier of the close of business on the
tenth business day after a Stock Acquisition Date or the Final Expiration
Date, the Company may redeem the rights in whole, but not in part, at a
price of $.01 per Right, payable in cash, Common Stock or other
consideration deemed appropriate by the Board of Directors (the "Redemption
Price"). Promptly upon the action of the Board of Directors of the Company
electing to redeem the Rights, the Rights will terminate and the only right
of the holders of Rights will be to receive the Redemption Price. The
foregoing notwithstanding, in the event that a majority of the Board of
Directors of the Company is elected by shareholder action by written
consent, or is comprised of persons elected at a meeting of shareholders
who were not nominated by the Board of Directors in office immediately
prior to such meeting, then the Rights shall not be redeemed if such
redemption is reasonably likely to have the purpose or effect of allowing
any person to become an Acquiring Person or otherwise facilitate the
occurrence of a Triggering Event or transaction with an Acquiring Person,
for a period of one hundred eighty (180) days following the effectiveness
of such election.
At any time after a person becomes an Acquiring Person and prior
to the acquisition by such person or group of fifty percent (50%) or more
of the outstanding Common Stock, the Board of Directors may exchange the
Rights (other than Rights owned by such person or group which shall have
become void), in whole or in part, for Common Stock at an exchange ratio of
one share of Common Stock, or one one-hundredth of a share of Preferred
Stock (or of a share of a class or series of the Company's preferred stock
having equivalent rights, preferences and privileges), per Right (subject
to adjustment).
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. While the
distribution of the Rights will not be taxable to shareholders or to the
Company, shareholders may, depending upon the circumstances, recognize
taxable income in the event that the Rights become exercisable for Common
Stock (or other consideration) of the Company or for common stock of the
acquiring company or in the event of the redemption of the Rights as set
forth above.
Any of the provisions of the Rights Agreement may be amended by
the Board of Directors of the Company prior to the Distribution Date.
After the Distribution Date, the provisions of the Rights Agreement may be
amended by the Board of Directors in order to cure any ambiguity, to make
changes which do not adversely affect the interests of holders of Rights,
or to shorten or lengthen any time period under the Rights Agreement. The
foregoing notwithstanding, no amendment may be made at such time as the
Rights are not redeemable.
Each share of Common Stock of the Company outstanding at the
close of business on October 25, 1999, will receive one Right. So long as
the Rights are attached to the Common Stock, one additional Right (as such
number may be adjusted pursuant to the provisions of the Rights Agreement)
shall be deemed to be delivered for each share of Common Stock issued or
transferred by the Company in the future. In addition, following the
Distribution Date and prior to the expiration or redemption of the Rights,
the Company may issue Rights when it issues Common Stock only if the Board
of Directors deems it to be necessary or appropriate, or in connection with
the issuance of shares of Common Stock pursuant to the exercise of stock
options or under employee plans or upon the exercise, conversion or
exchange of certain securities of the Company. Five hundred thousand
shares of Preferred Stock are initially reserved for issuance upon exercise
of the Rights.
The Rights may have certain anti-takeover effects. The Rights
will cause substantial dilution to a person or group that attempts to
acquire the Company in a manner which causes the Rights to become discount
Rights unless the offer is conditioned on a substantial number of Rights
being acquired. The Rights, however, should not affect any prospective
offeror willing to make an offer at a price that is fair and not inadequate
and otherwise in the best interest of the Company and its shareholders.
The Rights should not interfere with any merger or other business
combination approved by the Board of Directors since the Board of Directors
may, at its option, at any time until ten days following the Stock
Acquisition Date redeem all but not less than all the then outstanding
Rights at the Redemption Price.
The Rights Agreement, dated as of September 15, 1999, between the
Company and SunTrust Bank, Atlanta, as Rights Agent, specifying the terms
of the Rights is attached hereto as an exhibit and is incorporated herein
by reference. The foregoing description of the Rights is qualified in its
entirety by reference to such exhibit.
ITEM 2. EXHIBITS.
1 Rights Agreement, dated as of September 15, 1999, between Russell
Corporation and SunTrust Bank, Atlanta, as Rights Agent,
including the form of Rights Certificate as Exhibit A and the
Summary of Rights to Purchase Preferred Stock as Exhibit B.
Pursuant to the Rights Agreement, printed Rights Certificates
will not be mailed until after the Distribution Date (as such
term is defined in the Rights Agreement).
1.1 Form of Resolution Establishing and Designating Series A Junior
Participating Preferred Stock as adopted by the Board of
Directors of Russell Corporation as of October 25, 1989
(incorporated herein by reference to Exhibit 4.2 to the Current
Report on Form 8-K of Russell Corporation, filed with the
Commission on September 17, 1999).
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.
Dated: October 15, 1999 RUSSELL CORPORATION
By: /s/ Floyd G. Hoffman
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Name: Floyd G. Hoffman
Title: Senior Vice President and
General Counsel
EXHIBIT INDEX
Exhibit Description Page
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1 Rights Agreement, dated as of September 15, 1999,
between Russell Corporation and SunTrust Bank,
Atlanta, as Rights Agent, including the form of
Rights Certificate as Exhibit A and the Summary
of Rights to Purchase Preferred Stock as Exhibit B.
Pursuant to the Rights Agreement, printed Rights
Certificates will not be mailed until after the
Distribution Date (as such term is defined in the
Rights Agreement).
1.1 Form of Resolution Establishing and Designating
Series A Junior Participating Preferred Stock as
adopted by the Board of Directors of Russell
Corporation as of October 25, 1989 (incorporated
herein by reference to Exhibit 4.2 to the Current
Report on Form 8-K of Russell Corporation, filed
with the Commission September 17, 1999).