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
UNISOURCE WORLDWIDE, INC.
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(Exact name of registrant as specified in its charter)
Delaware 13-5369500
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
825 Duportail Road
Wayne, Pennsylvania 19087-5589
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(Address of principal executive offices) (Zip Code)
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 simultaneously 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(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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Preferred Stock New York Stock Exchange
Purchase Rights Philadelphia Stock Exchange
Chicago Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of class)
Item 1. Description of Registrant's Securities to be Registered.
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On December 12, 1996 the Board of Directors of Unisource Worldwide,
Inc. (the "Company") declared a dividend distribution of one right (a "Right")
for each outstanding share of Common Stock (each, a "Common Share"), of the
Company to stockholders of record at the close of business on December 31, 1996.
Each Right entitles the registered holder to purchase from the Company a unit
consisting of one one-hundredth of a share (a "Unit") of the Series A Junior
Participating Preferred Stock, par value $.001 per share, of the Company (the
"Preferred Shares"), or a combination of securities and assets of equivalent
value, at a Purchase Price of $80 per Unit, subject to adjustment (the "Purchase
Price"). The description and terms of the Rights are set forth in a Rights
Agreement (the "Rights Agreement") between the Company and National City Bank,
as Rights Agent.
Initially, ownership of the Rights will be evidenced by the Common
Share certificates representing shares then outstanding, and, except as noted
below, no separate Rights Certificates will be distributed and Rights will
attach to and trade with the Common Shares. The Rights will separate from the
Common Shares and a distribution date will occur (the "Distribution Date") upon
the earlier of (i) ten business days following a public announcement 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 (the "Stock Acquisition Date"), or (ii) within
ten business days (or such later date as may be determined by the Board of
Directors prior to such time as any person or group of affiliated or associated
persons becomes an Acquiring Person) following the commencement of a tender
offer or exchange offer that would result in a person or group (excluding the
Company and its subsidiaries and benefit plans) beneficially owning 20% or more
of the outstanding Common Shares. Until the Distribution Date, the Rights will
be evidenced by the Common Share certificates and will be transferred with and
only with such Common Share certificates. Therefore, the surrender for transfer
of any certificates for Common Shares outstanding will also constitute the
transfer of the Rights associated with the Common Shares represented by such
certificate.
The Rights are not exercisable until the Distribution Date and will
expire at the close of business on November 8, 2006, unless earlier redeemed by
the Company as described below or unless a transaction under Section 13(d) of
the Rights Agreement has occurred.
Except in the circumstances described below, after the Distribution
Date each Right will be exercisable into one one-hundredth of a Preferred Share
(a "Preferred Share Fraction"). Each Preferred Share Fraction carries voting and
dividend rights that are intended to produce the equivalent of one Common Share.
The voting and dividend rights of the Preferred Shares are subject to adjustment
in the event of dividends, subdivisions and combinations with respect to the
Common Shares of the Company. In lieu of issuing certificates for Preferred
Share Fractions which are less than an integral multiple of one Preferred Share
(i.e. 100 Preferred Share Fractions), the Company may pay cash representing the
current market value of the Preferred
Share Fractions.
In the event that (i) at any time following the Stock Acquisition
Date, the Company is the surviving corporation in a merger with an Acquiring
Person and its Common Shares remain outstanding, (ii) a person, including
affiliates and associates, becomes the beneficial owner of more than 20% of the
then outstanding Common Shares (unless such acquisition is made pursuant to a
tender or exchange offer for all outstanding Common Shares upon terms and
conditions determined by at least a majority of the Continuing Directors (as
defined below), after receiving advice from one or more nationally recognized
investment banking firms, to be in the best interests of the Company and its
stockholders (a "Qualifying Offer")), (iii) an Acquiring Person, at any time
following the Stock Acquisition Date, engages in one or more "self-dealing"
transactions, as set forth in the Rights Agreement or (iv) during such time as
there is an Acquiring Person an event occurs that results in such Acquiring
Person's ownership interest being increased by more than one percent (e.g., a
reverse stock split), each holder of a Right will thereafter have the right to
receive, upon exercise, Common Shares (or, in certain circumstances, cash,
property or other securities of the Company) having a value equal to
approximately two times the exercise price of the Right. In lieu of requiring
payment of the Purchase Price upon exercise of the Rights following any such
event, the Company, by action of a majority of the Continuing Directors in
office at the time, may permit the holders simply to surrender the Rights, in
which event they will be entitled to receive Common Shares (and other property,
as the case may be) with a value of 50% of what could be purchased by payment of
the full Purchase Price. Notwithstanding any of the foregoing, following the
occurrence of any of the events set forth in clauses (i), (ii), (iii) or (iv) of
this paragraph, all Rights that are, or (under certain circumstances specified
in the Rights Agreement) were, beneficially owned by any Acquiring Person who
was involved in the transaction giving rise to any such event will be null and
void. However, Rights are not exercisable following the occurrence of any of
the events set forth above until such time as the Rights are no longer
redeemable by the Company as set forth below.
For example, at an exercise price of $80 per Right, each Right not
otherwise voided following an event set forth in the preceding paragraph would
entitle its holder to purchase $160 worth of Common Shares (or other
consideration, as noted above) for $80. Assuming that the Common Shares had a
per share value of $16 at such time, the holder of each valid Right would be
entitled to purchase ten Common Shares for $80. Alternatively, the Company
could permit the holder to surrender each Right in exchange for stock equivalent
to five Common Shares (or cash or other securities with a value of $80) without
the payment of any consideration other than the surrender of the Right.
In the event that at any time following the Stock Acquisition Date (i)
the Company is acquired in a merger or other business combination transaction in
which the Company is not the surviving corporation (other than a merger that
follows a Qualifying Offer), or (ii) 50% or more of the Company's assets or
earning power is sold, transferred, each holder of a Right (except Rights that
previously have been voided as set forth above) shall thereafter have
the right to receive, upon exercise, common shares of the acquiring company
having a value equal to approximately two times the exercise price of the Right.
Again, provision is made to permit, at the option of the Company, surrender of
the Rights in exchange for one-half of the value otherwise purchasable. The
events set forth in this paragraph and in the second preceding paragraph are
referred to as the "Triggering Events."
The Purchase Price payable, and the number of Units of Preferred
Shares 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 Shares, (ii) if holders of the Preferred Shares are granted certain
rights or warrants to subscribe for Preferred Shares or convertible securities
at less than the 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 quarterly dividends) or of subscription rights or
warrants (other than those referred to above). Similar dilution protection
exists with respect to transactions affecting Common Shares similar to those
described in clauses (i) - (iii) above.
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments amount to at least 1% of the Purchase
Price. No fractional Units will be issued and, in lieu thereof, an adjustment
in cash will be made based on the market price of the Preferred Shares on the
last trading date prior to the date of exercise.
At any time until ten days following the Stock Acquisition Date, the
Company may redeem the Rights in whole, but not in part, at a price of $.01 per
Right. That ten day redemption period may be extended by the Board of Directors
so long as the Rights are still redeemable. Under certain circumstances set
forth in the Rights Agreement, the decision to redeem will require the
concurrence of a majority of the Continuing Directors (as defined below).
Immediately upon the action of the Board of Directors ordering redemption of the
Rights, with, where required, the concurrence of the Continuing Directors, the
Rights will terminate and the only right of the holders of Rights will be to
receive the $.01 redemption price.
The term "Continuing Directors" means any member of the Board of
Directors of the Company who was a member of the Board prior to the date of the
Rights Agreement, and any person who is subsequently elected to the Board if
such person's nomination for election to the Board is recommended or approved by
a majority of the Continuing Directors, but shall not include an Acquiring
Person, or an affiliate or associate of an Acquiring Person, or any
representative of the foregoing entities.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder 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 stockholders or to the Company, stockholders may, depending upon
the circumstances, recognize taxable income in the event that the Rights become
exercisable for Preferred Shares (or other consideration) of the
Company or for common shares of the acquiring company as set forth above.
Other than those provisions relating to the principal terms of the
Rights (i.e., concerning the redemption price, the expiration date of the Rights
Agreement, the purchase price of Rights or the number of Preferred Share
Fractions issuable upon exercise of the Rights), 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(in certain circumstances with the
concurrence of a majority of the Continuing Directors) in order to cure any
ambiguity, to make changes that do not adversely affect the interests of holders
of Rights (excluding the interests of any Acquiring Person), or to shorten or
lengthen any time period under the Rights Agreement; provided, however, that no
amendment to adjust the time period governing redemption shall be made at such
time as the Rights are not redeemable.
A copy of the Rights Agreement is being filed with the Securities and
Exchange Commission as an Exhibit to this Registration Statement on Form 8-A.
This summary description of the Rights does not purport to be complete and is
qualified in its entirety by reference to the Rights Agreement, which is
incorporated herein by reference.
Item 2. Exhibits.
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1. Rights Agreement, dated as of December 28, 1996, between Unisource
Worldwide, Inc. and National City Bank, as Rights Agent, which
includes, as Exhibit A thereto, the Resolutions of the Board of
Directors with respect to Series A Junior Participating Preferred
Stock and as Exhibit B thereto, the form of Rights Certificate.
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.
UNISOURCE WORLDWIDE, INC.
By:
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Name: Thomas A. Decker
Title: Senior Vice President and
General Counsel
Dated: April 24, 1997
Exhibit Index
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Exhibit Sequentially
Number Description Numbered Page
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1. Rights Agreement, dated as of December 30, 1996,
between Unisource Worldwide, Inc. and National City
Bank, as Rights Agent, which includes, as Exhibit A
thereto, the Resolution of the Board of Directors with
respect to Series A Junior Participating Preferred Stock
and as Exhibit B thereto, the form of Rights Certificate.