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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 (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
CONSOLIDATED STORES CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 06-1119097
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(State of incorporation or organization) (I.R.S. Employer
Identification No.)
1105 North Market Street, Suite 1300
P.O. Box 8985
Wilmington, Delaware 19899
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(Address of principal executive offices) (Zip Code)
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 New York Stock Exchange
Purchase Rights
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 12(b) securities pursuant to
of the Exchange Act and is effective Section 12(g) of the Exchange
pursuant to General Instruction A.(c), Act and is effective pursuant
check the following box. [X] to General Instruction A.(d),
check the following box. [ ]
Securities Act registration file number to which this form relates:
N/A
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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INFORMATION REQUIRED IN
REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
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On February 23, 1999, the Board of Directors of Consolidated
Stores Corporation declared a dividend distribution of one Right for each
outstanding share of Consolidated's Common Stock (both voting and non-voting) to
stockholders of record at the close of business on April 18, 1999. Each Right
entitles the registered holder to purchase from Consolidated a unit consisting
of one one-thousandth of a share of Series B Junior Participating Preferred
Stock at an exercise price of $125.00 per unit, subject to adjustment. The terms
of the Rights are described in a Rights Agreement, dated as of April 6, 1999,
between Consolidated and National City Bank, as Rights Agent.
Initially, the Rights will be attached to all Common Stock
certificates representing outstanding shares and no separate Rights Certificates
will be distributed. The Rights will separate from the Common Stock and a
distribution date will occur upon the earlier of (1) 10 business days following
a public announcement that a person or group has acquired, or obtained the right
to acquire, beneficial ownership of 20% or more of the outstanding shares of
Consolidated Common Stock (the "Stock Acquisition Date"), other than as a result
of repurchases of stock by Consolidated or specified inadvertent actions by
institutional and other specified stockholders, or (2) 10 business days (or a
later date specified by Consolidated's Board of Directors) following the
commencement of a tender offer or exchange offer that would result in a person
or group beneficially owning 20% or more of the outstanding shares of Common
Stock.
Until the distribution date, (1) the Rights will be evidenced
by the Common Stock certificates and transferred with and only with those Common
Stock certificates, (2) new Common Stock certificates issued after April 18,
1999 will contain a notation incorporating the Rights Agreement by reference and
(3) the surrender of any Common Stock certificate for transfer will also
constitute the transfer of the associated Rights.
The Rights are not exercisable until the distribution date and
will expire at the close of business on April 18, 2009, unless earlier redeemed
by Consolidated.
As soon as practicable after the distribution date, Rights
Certificates will be mailed to record holders of Common Stock as of the close of
business on the distribution date and, thereafter, the separate Rights
Certificates alone will represent the Rights. Unless Consolidated's Board of
Directors determines otherwise, only shares of Common Stock issued prior to the
distribution date will be issued with Rights.
If a person becomes the beneficial owner of more than 20% of
the outstanding shares of Common Stock (except pursuant to an offer for all
outstanding shares of Common Stock which at least a majority of the specified
disinterested members of the Board of Directors determines is fair to and
otherwise in the best interests of Consolidated and its stockholders),
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each holder of a Right will have the right to receive, upon exercise, shares of
Common Stock having a value equal to two times the exercise price of the Right.
If Consolidated does not have sufficient shares of Common Stock authorized,
Consolidated will seek stockholder approval to authorize the additional shares
required. Alternatively, Consolidated may substitute cash, property or other
securities for shares of Common Stock to allow the full exercise of the Rights.
All Rights that are, or (under the circumstances specified in the Rights
Agreement) were, beneficially owned by the 20% stockholder will be null and
void. However, Rights are not exercisable until Consolidated may no longer
redeem them.
If, at any time following the Stock Acquisition Date, (1)
Consolidated is acquired in a merger or other business combination transaction
in which Consolidated does not survive (other than a merger following an offer
approved by a majority of the disinterested members of the Board as described
above), or (2) 50% or more of Consolidated's assets, cash flow or earning power
is sold or transferred, each holder of a Right (except Rights which have
previously been voided) will have the right to receive, upon exercise, common
shares of the acquiring company having a value equal to two times the exercise
price of the Right. If Rights cannot be exercised for common stock of the
acquiring company, holders of the Rights will be entitled to put the Rights to
the 20% stockholder for cash in an amount equal to the exercise price.
The exercise price payable, and the number of units of
Preferred Stock or other securities or property issuable, upon exercise of the
Rights are subject to adjustment from time to time to prevent dilution. With
specified exceptions, no adjustment in the exercise price will be required until
the cumulative adjustments amount to at least 1% of the exercise 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 Stock on the last trading day
prior to the date of exercise of the related Rights.
In general, at any time until 10 business days following the
Stock Acquisition Date, Consolidated 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). Once the Board of
Directors orders redemption of the Rights, the Rights will terminate. The only
right of the holders of Rights will be to receive the $.01 per Right redemption
price.
Until a Right is exercised, the holder of the Right will have
no rights as a stockholder, including no right to vote or to receive dividends.
While the distribution of the Rights will not be taxable to stockholders or to
Consolidated, stockholders may, depending upon the circumstances, recognize
taxable income if the Rights become exercisable for Common Stock (or other
consideration) of Consolidated or for common stock of the acquiring company as
described above.
Any of the provisions of the Rights Agreement may be amended
by the Board of Directors prior to the distribution date. After the distribution
date, the provisions of the Rights Agreement may be amended by the Board to cure
any ambiguity, to make changes which do not adversely affect the interests of
Rights holders, or to shorten or lengthen any time period under
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the Rights Agreement; however, no amendment may be made at a time when the
Rights are not redeemable.
As of April 6, 1999, there were 109,913,223 shares of Common
Stock outstanding, no shares of Common Stock held in Consolidated's
treasury and 13,472,717 shares of Common Stock authorized for issuance upon
exercise of options granted under Consolidated's stock option plans. Each
outstanding share of Common Stock as of the close of business on April 18, 1999,
will receive one Right. As long as the Rights are attached to the shares of
Common Stock and in other circumstances specified in the Rights Agreement, the
Company will issue one Right for each share of Common Stock issued on or after
April 18, 1999.
The Rights may have anti-takeover effects. The Rights will
cause substantial dilution to a person or group that attempts to acquire
Consolidated 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 should not, however, affect any prospective offeror willing
to make an offer at a fair price and otherwise in the best interests of
Consolidated and its stockholders as determined by a majority of the Board of
Directors who are not affiliated with the person making the offer, or willing to
negotiate with the Board of Directors. The Rights should not interfere with any
merger or other business combination approved by the Board of Directors of
Consolidated since the Board of Directors may, at its option, at any time prior
to 10 days following the Stock Acquisition Date redeem all but not less than all
of the outstanding Rights.
The Rights Agreement specifying the terms of the Rights, which
includes the form of Certificate of Designation, Preferences and Rights of
Series B Junior Participating Preferred Stock describing the terms of the
Preferred Stock as Exhibit A, is included as Exhibit 1 to this Registration
Statement and is incorporated herein by reference. The foregoing description of
the Rights does not purport to be complete and is qualified in its entirety by
reference to Exhibit 1 to this Registration Statement.
Item 2. Exhibits
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Exhibit No. Exhibit
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1 Rights Agreement, dated as of April 6, 1999, between
Consolidated Stores Corporation and National City
Bank, as Rights Agent, including form of Certificate
of Designation, Preferences and Rights of Series B
Junior Participating Preferred Stock of Consolidated
Stores Corporation authorizing the Series B Junior
Participating Preferred Stock, as Exhibit A, the form
of Rights Certificate as Exhibit B and the Summary of
Rights to Purchase Preferred Stock as Exhibit C.
Pursuant to the Rights Agreement, Rights Certificates
will not be mailed until after the earlier of (1) the
tenth business day after a public announcement that a
person or group has acquired 20% or more of the
outstanding shares of Common Stock, other than as a
result of repurchases of stock by Consolidated Stores
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Corporation or specified inadvertent actions by
institutional and other specified stockholders or (2)
the tenth business day after the date of the
commencement of a tender or exchange offer by any
person or group that would result in a person or group
beneficially owning 20% or more of the outstanding
shares of Common Stock.
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.
CONSOLIDATED STORES CORPORATION
Date: April 8, 1999 By: /s/ William G. Kelley
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Name: William G. Kelley
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Title: Chairman, Chief Executive Officer and
President
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EXHIBIT INDEX
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Exhibit Description Page
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1 Rights Agreement, dated as of April 6, 1999, between Consolidated Stores 7
Corporation and National City Bank, as Rights Agent, including form of
Certificate of Designation, Preferences and Rights of Series B Junior
Participating Preferred Stock of Consolidated Stores Corporation
authorizing the Series B Junior Participating Preferred Stock, as Exhibit
A, the form of Rights Certificate as Exhibit B and the Summary of Rights
to Purchase Preferred Stock as Exhibit C. Pursuant to the Rights
Agreement, Rights Certificates will not be mailed until after the earlier
of (1) the tenth business day after a public announcement that a person
or group has acquired 20% or more of the outstanding shares of Common
Stock, other than as a result of repurchases of stock by Consolidated
Stores Corporation or specified inadvertent actions by institutional and
other specified stockholders or (2) the tenth business day after the date
of the commencement of a tender or exchange offer by any person or group
that would result in a person or group beneficially owning 20% or more of
the outstanding shares of Common Stock.
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