View:
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
OCTOBER 23, 1997
Date of Report (Date of earliest event reported)
AVERY DENNISON CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 1-7685 95-1492269
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
150 N. ORANGE GROVE BOULEVARD
PASADENA, CALIFORNIA 91103
(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, including area code: (626) 304-2000
-1-
Item 5. Other Events.
On October 23, 1997, the Board of Directors of
Avery Dennison Corporation (the "Company") declared a divi-
dend of one preferred share purchase right (a "Right") for
each outstanding share of common stock, par value $1.00 per
share (the "Common Shares"), of the Company. The dividend is
payable on December 17, 1997 (the "Record Date") to the
stockholders of record on December 3, 1997. Each Right en-
titles the registered holder to purchase from the Company one
one-hundredth of a share of Series A Junior Participating
Preferred Stock, par value $1.00 per share (the "Preferred
Shares"), of the Company at a price of $150 per one one-
hundredth of a Preferred Share (the "Purchase Price"), sub-
ject to adjustment. The description and terms of the Rights
are set forth in a Rights Agreement (the "Rights Agreement")
between the Company and First Chicago Trust Company of New
York, as Rights Agent (the "Rights Agent").
Until the earlier to occur of (i) 10 days following
a public announcement that a person or group of affiliated or
associated persons (an "Acquiring Person") have acquired ben-
eficial ownership of 20% or more of the outstanding Common
Shares or (ii) 10 business days (or such later date as may be
determined by action of the Board of Directors prior to such
time as any person or group of affiliated persons becomes an
Acquiring Person) following the commencement of, or announce-
ment of an intention to make, a tender offer or exchange of-
fer the consummation of which would result in the beneficial
ownership by a person or group of 20% or more of the out-
standing Common Shares (the earlier of such dates being
called the "Distribution Date"), the Rights will be evi-
denced, with respect to any of the Common Share certificates
outstanding as of the Record Date, by such Common Share cer-
tificate with a copy of a summary of rights (the "Summary of
Rights") attached thereto.
The Rights Agreement provides that, until the Dis-
tribution Date (or earlier redemption or expiration of the
Rights), 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 the Record Date upon transfer or
new issuance of Common Shares will contain a notation incor-
porating the Rights Agreement by reference. Until the Dis-
tribution Date (or earlier redemption or expiration of the
Rights), the surrender for transfer of any certificates for
Common Shares outstanding as of the Record Date, even without
such notation or a copy of the Summary of Rights being at-
tached thereto, will also constitute the transfer of the
-2-
Rights associated with the Common Shares represented by such
certificate. As soon as practicable following the Distribu-
tion Date, separate certificates evidencing the Rights
("Right Certificates") will be mailed to holders of record of
the Common Shares as of the close of business on the Distri-
bution Date and such separate Right Certificates alone will
evidence the Rights.
The Rights are not exercisable until the Distribu-
tion Date. The Rights will expire on October 31, 2007 (the
"Final Expiration Date"), unless the Final Expiration Date is
extended or unless the Rights are earlier redeemed or ex-
changed by the Company, in each case, as described below.
The Purchase Price payable, and the number of Pre-
ferred Shares or other securities or property issuable, upon
exercise of the Rights are subject to adjustment from time to
time to prevent dilution.
Preferred Shares purchasable upon exercise of the
Rights will not be redeemable. Each Preferred Share will be
entitled to a minimum preferential quarterly dividend payment
of $1.00 per share but will be entitled to an aggregate divi-
dend of 100 times the dividend declared per Common Share. In
the event of liquidation, the holders of the Preferred Shares
will be entitled to a minimum preferential liquidation pay-
ment of $100 per share but will be entitled to an aggregate
payment of 100 times the payment made per Common Share. Each
Preferred Share will have 1 vote, voting together with the
Common Shares. Finally, in the event of any merger, con-
solidation or other transaction in which Common Shares are
exchanged, each Preferred Share will be entitled to receive
100 times the amount received per Common Share. These rights
are protected by customary antidilution provisions.
Because of the nature of the Preferred Shares' div-
idend and liquidation rights, the value of the one one-
hundredth interest in a Preferred Share purchasable upon ex-
ercise of each Right should approximate the value of one Com-
mon Share.
In the event that the Company is acquired in a
merger or other business combination transaction or 50% or
more of its consolidated assets or earning power are sold
after a person or group has become an Acquiring Person,
proper provision will be made so that each holder of a Right
will 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 will have a market
-3-
value of two times the exercise price of the Right. In the
event that any person or group of affiliated or associated
persons becomes an Acquiring Person, proper provision shall
be made so that each holder of a Right, other than Rights
beneficially owned by the Acquiring Person (which will there-
after be void), will thereafter have the right to receive
upon exercise that number of Common Shares having a market
value of two times the exercise price of the Right.
At any time after any person or group becomes an
Acquiring Person and prior to the acquisition by such person
or group of 50% or more of the outstanding Common Shares, the
Board of Directors of the Company may exchange the Rights
(other than Rights owned by such person or group which will
have become void), in whole or in part, at an exchange ratio
of one Common Share per Right (subject to adjustment).
With certain exceptions, no adjustment in the Pur-
chase Price will be required until cumulative adjustments re-
quire an adjustment of at least 1% in such Purchase Price.
No fractional Preferred Shares will be issued (other than
fractions which are integral multiples of one one-hundredth
of a Preferred Share, which may, at the election of the Com-
pany, be evidenced by depositary receipts) and in lieu there-
of, an adjustment in cash will be made based on the market
price of the Preferred Shares on the last trading day prior
to the date of exercise.
At any time prior to the acquisition by a person or
group of affiliated or associated persons of beneficial own-
ership of 20% or more of the outstanding Common Shares, the
Board of Directors of the Company may redeem the Rights in
whole, but not in part, at a price of $.01 per Right (the
"Redemption Price"). The redemption of the Rights may be
made effective at such time on such basis with such condi-
tions as the Board of Directors in its sole discretion may
establish. Immediately upon any 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 Redemp-
tion Price.
The terms of the Rights may be amended by the Board
of Directors of the Company without the consent of the hold-
ers of the Rights, including an amendment to lower certain
thresholds described above to not less than the greater of
(i) the sum of .001% and the largest percentage of the out-
standing Common Shares then known to the Company to be ben-
eficially owned by any person or group of affiliated or asso-
ciated persons and (ii) 10%, except that from and after such
-4-
time as any person or group of affiliated or associated per-
sons becomes an Acquiring Person no such amendment may ad-
versely affect the interests of the holders of the Rights.
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 re-
ceive dividends.
The Rights have certain anti-takeover effects. The
Rights will cause substantial dilution to a person or group
that attempts to acquire the Company on terms not approved by
the Company's Board of Directors. The Rights should not in-
terfere with any merger or other business combination ap-
proved by the Board of Directors since the Rights may be re-
deemed by the Company at the Redemption Price prior to the
time that a person or group has acquired beneficial ownership
of 20% or more of the Common Shares.
The Rights Agreement and the press release announc-
ing the declaration of the Rights are attached hereto as ex-
hibits and are incorporated herein by reference. The fore-
going description of the Rights is qualified in its entirety
by reference to such exhibits.
Item 7. Exhibits.
1. Rights Agreement, dated as of October 23,
1997, between Avery Dennison Corporation
and First Chicago Trust of New York, in-
cluding the form of Right Certificate as
Exhibit B and the Summary of Rights to
Purchase Preferred Shares as Exhibit C
(incorporated herein by reference to Ex-
hibit 1 to the Company's Registration on
Form 8-A filed October 24, 1997)
2. Press release dated October 23, 1997
-5-
SIGNATURE
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the under-
signed, thereunto duly authorized.
Dated: October 24, 1997
AVERY DENNISON CORPORATION
By:/s/Robert G. van Schoonenberg
Name:Robert G. van Schoonenberg
Title:Senior Vice President,
General Counsel and
Secretary
-6-
EXHIBIT LIST
Page No.
1. Rights Agreement, dated as of October 23,
1997, between Avery Dennison Corporation
and First Chicago Trust Company of New
York, including the form of Right Certifi-
cate as Exhibit B and the Summary of
Rights to Purchase Preferred Shares as
Exhibit C (incorporated herein by refer-
ence to Exhibit 1 to the Company's Regis-
tration on Form 8-A filed October 24,
1997)
2. Press release dated October 23, 1997
-7-
Exhibit 2
[Avery Dennison Letterhead] News Release
________________________________________________________________
CORPORATE CENTER
For further information, please contact:
MEDIA RELATIONS: FOR IMMEDIATE RELEASE
DIANE B. DIXON (626) 304-2118
DIXONDIANE@AVERYDENNISON.COM
INVESTOR RELATIONS:
WAYNE H. SMITH (626) 304-2001
INVESTORCOM@AVERYDENNISON.COM
AVERY DENNISON DECLARES 23.5% DIVIDEND INCREASE
PASADENA, Calif. -- October 23, 1997 -- The Board of
Directors of Avery Dennison Corporation (NYSE/PSE:AVY) today
declared a quarterly cash dividend of 21 cents per share, which
is a 23.5 percent increase from the previous 17 cents per
share. The dividend is payable on December 17, 1997, to
shareholders of record at the close of business on December 3,
1997. One cent of this dividend represents the redemption of
the current shareholder rights that attach to each of the
shares.
This is the 22nd consecutive year Avery Dennison has
increased dividends. The Company's annual dividend has grown
from 3.75 cents per share in 1975 to 72 cents per share in 1997
-- for a 22-year annual compound growth rate of 14.4 percent.
In connection with the dividend declaration and the
redemption of the existing rights (which were scheduled to
expire on June 30, 1998), the Company adopted a
-more-
2-2-2
new rights plan with terms substantially similar to the
existing rights. The new rights are scheduled to expire on
October 31, 2007. A detailed summary of the terms of the new
rights will be mailed to shareholders of record on December 3,
1997, in connection with their quarterly dividend and rights
redemption payment.
Avery Dennison, a global leader in pressure-sensitive
technology, develops, manufactures and markets innovative self-
adhesive solutions for consumer products and label systems.
Based in Pasadena, Calif., the Company makes a wide range of
products for consumer and industrial markets, including Avery-
brand office automation products, Fasson-brand self-adhesive
materials, peel-and-stick postage stamps, on-battery tester
labels, automated retail tag and labeling systems, and
specialty tapes and chemicals. Approximately 16,100 employees
in 200 manufacturing and sales facilities produce and sell
Avery Dennison products in 89 countries worldwide.
# # # # #