SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A/A
AMENDING FORM 8-A DATED MAY 22, 1986
and FORM 8-A/A DATED MAY 29, 1996
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
SYSCO Corporation
(Exact name of registrant as specified in its charter)
Delaware 74-1648137
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(State of incorporation or organization) (I.R.S. Employer
Identification No.)
1390 Enclave Parkway, Houston, Texas 77027-2099
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class registered Name of each exchange on which
each class is registered
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Preferred Stock Purchase Rights New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
This Form 8-A/A amends and supplements the Form 8-A/A (the "Form 8-A/A") filed
by SYSCO Corporation (the "Company") on May 29, 1996 and the Form 8-A (the "Form
8-A") filed by the Company on May 22, 1986, both with respect to Preferred Stock
Purchase Rights.
Item 1. Description of Securities to be Registered.
Item 1 of the Form 8-A/A is amended by substituting the following:
On May 14, 1986, the Board of Directors of SYSCO Corporation (the
"Company") declared a dividend distribution of one Right for each outstanding
share of Common Stock, par value $1 per share, of the Company (the "Common
Shares"), payable to the holders of record of the Common Shares on May 30, 1986.
On May 8, 1996 (the "Record Date"), the Board of Directors of the Company
adopted amendments to the Rights Agreement (the "Prior Rights Agreement") dated
as of May 19, 1986 between the Company and Boston EquiServe, L.P. (the "Rights
Agent") (as successor rights agent to First City National Bank of Houston)
pursuant to which the Preferred Stock Purchase Rights registered under this Form
8-A were issued. The amendments are set forth in an Amended and Restated Rights
Agreement (the "Rights Agreement") dated as of May 20, 1996 between the Company
and the Rights Agent, which supersedes the Prior Rights Agreement. A copy of the
Rights Agreement is attached as an exhibit to the Form 8-A and is hereby
incorporated by reference. On May 12, 1999, the Board of Directors adopted
certain amendments to the Rights Agreement. On June 30, 1999 the Company and
BankBoston, N.A. (as successor rights agent to Boston EquiServe, L.P.) entered
into an amendment to the Rights Agreement (the "Amendment"), a copy of which is
attached hereto as an exhibit and is hereby incorporated by reference. The
following summary of the Rights is qualified in its entirety by reference to the
Rights Agreement and the Amendment.
As of the date of this Form 8-A/A, there is associated with each
outstanding Common Share one-half of one Right. Except as set forth below, one
Right, when exercisable, entitles the registered holder to purchase from the
Company one two-thousandth of a share of a series of preferred stock, designated
as Series A Junior Participating Preferred Stock, par value $1 per share (the
"Preferred Stock"), at a price of $175 per one two-thousandth of a share (the
"Purchase Price"), subject to adjustment. The terms of the Preferred Stock are
summarized below and are set forth in an Amended and Restated Certificate of
Designation attached as Exhibit A to the Rights Agreement.
Until the earlier to occur of (i) a public announcement that, without the
prior consent of the Board of Directors of the Company, a person or group,
including any affiliates or associates of such person or group (an "Acquiring
Person"), acquired, or obtained the right to acquire, beneficial ownership of
10% or more of the outstanding Common Shares (the "Stock Acquisition Date") or
(ii) ten business days (or such later date as the Board may determine) following
the commencement or announcement of an intention (which is not subsequently
withdrawn) to make a tender offer or exchange offer which would result in any
person or group (and related persons) having beneficial ownership of 10% or more
of the outstanding Common Shares without the prior consent of the Board of
Directors (the earlier of such dates being called the "Distribution Date"), the
Rights will be attached to all Common Share certificates and will be evidenced,
with respect to any of the Common Share certificates outstanding as of May 20,
1996, by the Common Share certificates. The Rights Agreement, as amended,
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), new Common Share certificates issued
after May 20, 1996 upon transfer, replacement or new issuance of Common Shares
will contain a notation incorporating the Rights Agreement by reference. Until
the Distribution Date (or earlier redemption or expiration of the Rights), the
surrender for transfer of any Common Share certificates outstanding as of May
20, 1996, even without such a notation, will also constitute the transfer of the
Rights associated with the Common Shares represented by such certificate. As
soon as practicable following the Distribution Date, separate certificates
evidencing the Rights ("Rights Certificates") will be mailed to holders of
record of the Common Shares as of the close of business on the Distribution
Date, and the separate Rights Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date. The Rights will
expire on May 31, 2006, unless earlier redeemed by the Company as described
below.
The Preferred Stock purchasable upon exercise of the Rights will be
nonredeemable and junior to any other series of preferred stock the Company may
issue (unless otherwise provided in the terms of such stock). Each share of
Preferred Stock will have a preferential quarterly dividend in an amount equal
to the greater of $20.00 and 2,000 times the dividend declared on each Common
Share. In the event of liquidation, the holders of Preferred Stock will receive
a preferred liquidation payment per share equal to the greater of $350,000 and
2,000 times the payment made per Common Share. Each share of Preferred Stock
will have 2,000 votes, voting together with the Common Shares. In the event of
any merger, consolidation or other transaction in which Common Shares are
exchanged, each share of Preferred Stock will be entitled to receive 2,000 times
the amount and type of consideration received per Common Share. The rights of
the Preferred Stock as to dividends, liquidation and voting, and in the event of
mergers and consolidations, are protected by customary anti-dilution provisions.
Fractional shares of Preferred Stock in integral multiples of one two-thousandth
of a share of Preferred Stock will be issuable; however, the Company may elect
to distribute depositary receipts in lieu of such fractional shares. In lieu of
fractional shares other than fractions that are multiples of one two-thousandth
of a share, an adjustment in cash will be made based on the market price of the
Preferred Stock on the last trading date prior to the date of exercise.
In the event that any person becomes an Acquiring Person, each holder of a
Right generally will thereafter have the right for a 60 day period after the
later of the date of such event and the effectiveness of an appropriate
registration statement (or such other longer period set by the Board of
Directors) to receive upon exercise of the Right that number of units of one
two-thousandths of a share of Preferred Stock (or, under certain circumstances,
Common Shares or other securities) having an average market value during a
specified time period (immediately prior to the occurrence of a Person becoming
an Acquiring Person) of two times the exercise price of the Right (such right
being called the "Subscription Right"). Notwithstanding the foregoing, following
the occurrence of a Person becoming an Acquiring Person, all Rights that are, or
(under certain circumstances specified in the Rights Agreement) were,
beneficially owned by the Acquiring Person or any affiliate or associate thereof
will be null and void.
In the event that, at any time following the Stock Acquisition Date, the
Company is acquired in a merger or other business combination transaction or 50%
or more of the Company's assets or earning power are sold (in one transaction or
a series of transactions), proper provision shall be made so that each holder of
a Right (except a Right 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
(or, in the event there is more than one acquiring company, the acquiring
company receiving the greatest portion of the assets or earning power
transferred) which at the time of such transaction would have a market value of
two times the exercise price of the Right (such right being called the "Merger
Right"). The holder of a Right will continue to have the Merger Right whether or
not such holder exercises the Subscription Right.
The Purchase Price payable, the number of Rights and the number of shares
of Preferred Stock, Common 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 Stock, (ii) upon the grant to holders of
the Preferred Stock of certain rights or warrants to subscribe for Preferred
Stock, certain convertible securities or securities having the same or more
favorable rights, privileges and preferences as the Preferred Stock at less than
the current market price of the Preferred Stock or (iii) upon the distribution
to holders of the Preferred Stock of evidences of indebtedness or assets
(excluding regular quarterly cash dividends out of earnings or retained earnings
and dividends payable in Preferred Stock) 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. No fractional shares will be issued and, in lieu thereof,
an adjustment in cash will be made based on the market price of the Preferred
Stock on the last trading date prior to the date of exercise.
The number of outstanding Rights associated with each share of Common Stock
and the voting and economic rights of each one two-thousandth of a share of
Preferred Stock 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.
At any time prior to the earlier to occur of (i) the close of business on
the Stock Acquisition Date or (ii) the expiration of the Rights, the Company may
redeem the Rights in whole, but not in part, at a price of $.01 per Right (the
"Redemption Price"), which redemption shall be effective upon the action of the
Board of Directors. Additionally, following the Stock Acquisition Date and the
expiration of the period during which the Subscription Right is exercisable, the
Company may redeem the then outstanding Rights in whole, but not in part, at the
Redemption Price, provided that such redemption is in connection with a merger
or other business combination transaction or series of transactions involving
the Company in which all holders of Common Shares are treated alike but not
involving an Acquiring Person (or any person who was an Acquiring Person) or its
affiliates or associates. Upon the effective date of the 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.
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.
Except as set forth above, the terms of the Rights may be amended by the
Board of Directors of the Company, (i) prior to the Distribution Date in any
manner, and (ii) on or after the Distribution Date to cure any ambiguity, to
correct or supplement any provision of the Rights Agreement which may be
defective or inconsistent with any other provisions, or in any manner not
adversely affecting the interests of the holders of the Rights (including the
interests of any Acquiring Person), or, subject to certain limitations, to
shorten or lengthen any time period under the Rights Agreement.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
without conditioning the offer on the Rights being redeemed or a substantial
number of Rights being acquired. However, the Rights generally should not
interfere with any merger or other business combination approved by the Board of
Directors.
The form of Amended and Restated Rights Agreement between the Company and
Boston EquiServe, L.P. specifying the terms of the Rights, Exhibit A thereto --
the form of Amended and Restated Certificate of Designation setting forth the
terms of the Preferred Stock, and Exhibit B thereto -- the Form of Rights
Certificate, are attached as Exhibit 1 to the Form 8-A/A, dated May 29, 1996,
and are incorporated herein by reference. The form of Amendment between the
Company and BankBoston, N.A. (as successor rights agent to Boston EquiServe,
L.P.), including Exhibit C (Summary of the Rights) thereto, is attached as
Exhibit 1 to this Form 8-A/A and is incorporated herein by reference. The
foregoing description of the Rights is qualified by reference to the Amended and
Restated Rights Agreement and the Amendment.
Item 2. Exhibits.
1 Form of Amendment to Amended and Restated Rights Agreement (the
"Rights Agreement") dated as of May 20, 1996 between SYSCO Corporation
and Boston EquiServe, L.P., including an amended Exhibit C (Summary of
Rights) thereto, dated as of June 30, 1999 between SYSCO Corporation
and BankBoston, N.A. (as successor rights agent to Boston EquiServe,
L.P.).
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, thereto duly authorized.
SYSCO CORPORATION
By /s/ Bill M. Lindig
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Bill M. Lindig
Chairman and Chief Executive Officer
Date: July 1, 1999
EXHIBIT INDEX
Exhibit Description
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1 Form of Amendment to Amended and Restated Rights Agreement
(the "Rights Agreement") dated as of May 20, 1996 between
SYSCO Corporation and Boston EquiServe, L.P., including an
amended Exhibit C (Summary of Rights) thereto, dated as of
June 30, 1999, between SYSCO Corporation and BankBoston,
N.A. (as successor rights agent to Boston EquiServe, L.P.).