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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
AMENDMENT NO. 1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
AVERY DENNISON CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 95-1492269
(State of incorporation or organization) (IRS Employer
Identification No.)
150 N. Orange Grove Boulevard
Pasadena, California 91103
(Address of principal executive offices) (Zip Code)
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
Preferred Share Purchase Rights New York Stock Exchange
Pacific Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
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The undersigned registrant hereby amends Items 1 and
2 of its Registration Statement on Form 8-A dated July 8, 1988,
as set forth in the pages attached hereto.
Item 1. Amended and Restated Description of Regis-
trant's Securities to be Registered.
On June 30, 1988, the Board of Directors of Avery
Dennison Corporation (formerly known as Avery International
Corporation) (the "Company") declared a dividend of one pre-
ferred share purchase right (a "Right") for each outstanding
share of common stock, par value $1.00 per share (the "Common
Shares"), of the Company. Each Right entitles 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 $95 per one one-hundredth of a Preferred Share
(the "Purchase Price"), subject to adjustment. The terms of
the Rights are set forth in a Rights Agreement dated as of June
30, 1988, as amended as of December 9, 1994 (the "Rights
Agreement"), between the Company and First Interstate Bank of
California (as successor to Security Pacific National Bank, by
amendment), as Rights Agent (the "Rights Agent").
The Rights are evidenced by the certificates repre-
senting the Common Shares and are not exercisable or trans-
ferable apart from the Common Shares 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 Per-
son") has acquired beneficial 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 Di-
rectors prior to such time as any Person becomes an Acquiring
Person) following the commencement of, or announcement of an
intention to make, a tender offer or exchange offer the con-
summation of which would result in the beneficial ownership by
a person or group of 20% or more of such outstanding Common
Shares (the earlier of such dates being called the "Distri-
bution Date"). Separate certificates for the Rights ("Rights
Certificates") will be mailed to holders of record of Common
Shares as of such date. The Rights could then begin trading
separately from the Common Shares.
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, 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
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such transaction will have a market value of two times the
exercise price of the Right.
If 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 ben-
eficially owned by the Acquiring Person (which will thereafter
be void), will thereafter have the right to receive upon ex-
ercise 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 of affiliated
or associated persons 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 Com-
pany may exchange the Rights (other than Rights owned by such
person or group which have become void), in whole or in part,
at an exchange ratio of one Common Share, or one one-hundredth
of a Preferred Share (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).
In the event that the Rights are triggered and the
Company is, after good faith effort, unable to authorize suf-
ficient additional Common Shares to permit the exercise or
exchange of any Rights, the Company will substitute, for each
Common Share that would otherwise be issuable upon exercise or
exchange of a Right, a number of Preferred Shares or fraction
thereof such that the then current per share market price of
one Preferred Share multiplied by such number or fraction is
equal to the current per share market price of one Common Share
as of the date of issuance of such Preferred Shares or fraction
thereof.
If the Board of Directors determines in good faith
that a person who would otherwise be an Acquiring Person has
become such inadvertently, and such person promptly divests of
a sufficient number of Common Shares so that such person would
no longer be an Acquiring Person, then such person shall not be
deemed an Acquiring Person.
The Rights are not exercisable until the Distribution
Date. The Rights will expire on June 30, 1998 (the "Final
Expiration Date"), unless the Final Expiration Date is extended
or unless the Rights are earlier redeemed 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
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time to prevent dilution (i) in the event of a stock dividend
on, or a subdivision, combination or reclassification of, the
Preferred Shares, (ii) upon the grant to holders of the Pre-
ferred Shares of certain rights or warrants to subscribe for or
purchase Preferred Shares at a price, or securities convertible
into Preferred Shares with a conversion price, less than the
then current market price of the Preferred Shares or (iii) upon
the distribution to holders of the Preferred Shares of evi-
dences of indebtedness or assets (excluding regular periodic
cash dividends paid out of earnings or retained earnings or
dividends payable in Preferred Shares) or of subscription
rights or warrants (other than those referred to above).
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 frac-
tions which are integral multiples of one one-hundredth of a
Preferred Share, which may, at the election of the Company, be
evidenced by depositary receipts) and in lieu thereof, an ad-
justment 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.
The number of outstanding Rights and the number of
one one-hundredths of a Preferred Share issuable upon exercise
of each Right are also subject to adjustment in the event of a
stock split of the Common Shares or a stock dividend on the
Common Shares payable in Common Shares or subdivisions, con-
solidations or combinations of the Common Shares occurring, in
any such case, prior to the Distribution Date.
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 per share but will be entitled to an aggregate dividend
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 payment 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 100 votes, voting together with the Common
Shares. Finally, in the event of any merger, consolidation 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.
Page 4 of 7
Because of the nature of the Preferred Shares' div-
idend, liquidation and voting 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 Common
Share.
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 and with such conditions
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 Redemption Price.
The terms of the Rights may be amended by the Board
of Directors of the Company without the consent of the holders
of the Rights, including an amendment to lower certain
thresholds described above to not less than the greater of (i)
any percentage greater than the largest percentage of the
outstanding Common Shares then known to the Company to be
beneficially owned by any person or group of affiliated or
associated persons and (ii) 10%, except that from and after
such time as any person becomes an Acquiring Person no such
amendment may adversely 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 receive
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, except pursuant to an offer
conditioned on a substantial number of Rights being acquired.
The Rights should not interfere with any merger or other
business combination approved by the Board of Directors since
the Rights may be redeemed 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 foregoing description of the Rights is qualified
in its entirety by reference to the Rights Agreement and the
Amendment thereto which are Exhibits hereto and incorporated
herein by reference.
Page 5 of 7
Item 2. Exhibits.
1. Rights Agreement, dated as of June 30, 1988,
between Avery Dennison Corporation (formerly
known as Avery International Corporation) and
First Interstate Bank of California (as suc-
cessor to Security Pacific National Bank, by
amendment) (incorporated by reference to Exhibit
1 of the Company's Form 8-A, dated July 8,
1988).
2. Amendment to the Rights Agreement dated December
9, 1994 (incorporated by reference to Exhibit 1
of the Company's Form 8-K, dated December 14,
1994).
Page 6 of 7
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: December 14, 1994
AVERY DENNISON CORPORATION
By:/s/ Robert C. van Schoonenberg
Robert C. van Schoonenberg
Vice President
General Counsel and Secretary
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