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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: December 14, 1994
Date of Earliest Event Reported: December 9, 1994
AVERY DENNISON CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1-7685 95-1492269
(State or Other (Commission File Number) (IRS Employer
Jurisdiction of Identification No.)
Incorporation)
150 North Orange Grove Boulevard, Pasadena, California 91103
(Address of principal executive offices)
(818) 304-2000
(Registrant's telephone number)
Item 5. Other Events.
On December 9, 1994 Avery Dennison Corporation
(formerly known as Avery International Corporation) (the
"Company") and First Interstate Bank of California (as suc-
cessor to Security Pacific National Bank, by amendment), as
Rights Agent amended the Rights Agreement dated as of June 30,
1988 (the "Rights Agreement"), between the Company and the
Rights Agent pursuant to and on the terms set forth in Exhibit
1 attached hereto.
Item 7. Exhibits.
1. Amendment to Rights Agreement, dated as of
December 9, 1994.
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Pursuant to the requirements of the Securities Ex-
change Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly
authorized.
AVERY DENNISON CORPORATION
Date: December 14, 1994 By:/s/ Robert C. vanSchoonenberg
Robert C. van Schoonenberg
Vice President
General Counsel and Secretary
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EXHIBIT INDEX
Exhibit
No.
1. Amendment to Rights Agreement,
dated as of December 9, 1994
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EXHIBIT 1
AMENDMENT TO RIGHTS AGREEMENT
AMENDMENT, dated as of December 9, 1994, to the
Rights Agreement, dated as of June 30, 1988 (the "Rights
Agreement"), between Avery International Corporation (now Avery
Dennison Corporation), a Delaware corporation (the "Company"),
and Security Pacific National Bank (now First Interstate Bank
of California as successor to Security Pacific National Bank,
by amendment), as Rights Agent (the "Rights Agent").
The Company and the Rights Agent have heretofore
executed and entered into the Rights Agreement. Pursuant to
Section 27 of the Rights Agreement, the Company and the Rights
Agent may from time to time supplement or amend the Rights
Agreement in accordance with the provisions of Section 27
thereof. All acts and things necessary to make this Amendment
a valid agreement, enforceable according to its terms, have
been done and performed, and the execution and delivery of this
Amendment by the Company and the Rights Agent have been in all
respects duly authorized by the Company and the Rights Agent.
In consideration of the foregoing and the mutual
agreements set forth herein, the parties hereto agree as fol-
lows:
1. Section 1(a) of the Rights Agreement is hereby
modified and amended by adding the following sentence to the
end thereof:
Notwithstanding the foregoing, if the Board of Directors
of the Company determines in good faith that a Person who
would otherwise be an "Acquiring Person", as defined
pursuant to the foregoing provisions of this paragraph
(a), has become such inadvertently, and such Person di-
vests as promptly as practicable a sufficient number of
Common Shares so that such Person would no longer be an
"Acquiring Person", as defined pursuant to the foregoing
provisions of this paragraph (a), then such Person shall
not be deemed to be an "Acquiring Person" for any purposes
of this Agreement.
2. Section 1 of the Rights Agreement is hereby
modified and amended by deleting paragraph (n) thereof (and all
cross references thereto in the Rights Agreement) in its en-
tirety.
3. Section 11(a) of the Rights Agreement is hereby
modified and amended by deleting subparagraph (iii) thereof in
its entirety, renumbering subparagraph (iv) thereof as sub-
paragraph (iii), and amending and modifying subparagraph (ii)
thereof to read in its entirety as follows:
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(ii) Subject to Section 24 of this Agreement, in the
event any Person becomes an Acquiring Person, each holder
of a Right shall thereafter have a right to receive, upon
exercise thereof at a price equal to the then current
Purchase Price multiplied by the number of one-hundredths
of a Preferred Share for which a Right is then exercis-
able, in accordance with the terms of this Agreement and
in lieu of Preferred Shares, such number of Common Shares
of the Company as shall equal the result obtained by (x)
multiplying the then current Purchase Price by the number
of one-hundredths of a Preferred Share for which a Right
is then exercisable and dividing that product by (y) 50%
of the then current per share market price of the Com-
pany's Common Shares (determined pursuant to Section 11(d)
hereof) on the date of the occurrence of such event. In
the event that any Person shall become an Acquiring Person
and the Rights shall then be outstanding, the Company
shall not take any action which would eliminate or di-
minish the benefits intended to be afforded by the Rights.
From and after the occurrence of such event, any
Rights that are or were acquired or beneficially owned by
any Acquiring Person (or any Associate or Affiliate of
such Acquiring Person) shall be void and any holder of
such Rights shall thereafter have no right to exercise
such Rights under any provision of this Agreement. No
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Right Certificate shall be issued pursuant to Section 3
that represents Rights beneficially owned by an Acquiring
Person whose Rights would be void pursuant to the preced-
ing sentence or any Associate or Affiliate thereof; no
Right Certificate shall be issued at any time upon the
transfer of any Rights to an Acquiring Person whose Rights
would be void pursuant to the preceding sentence or any
Associate or Affiliate thereof or to any nominee of such
Acquiring Person, Associate or Affiliate; and any Right
Certificate delivered to the Rights Agent for transfer to
an Acquiring Person whose Rights would be void pursuant to
the preceding sentence shall be cancelled.
4. Section 11(a) of the Rights Agreement is hereby
further modified and amended by adding to the end of newly
renumbered subparagraph (iii) thereof the following sentence:
In the event the Company shall, after good faith effort,
be unable to take all such action as may be necessary to
authorize such additional Common Shares, the Company shall
substitute, for each Common Share that would otherwise be
issuable upon exercise of a Right, a number of Preferred
Shares or fraction thereof such that the current per share
market price of one Preferred Share multiplied by such
number or fraction is equal to the current per share
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market price of one Common Share as of the date of issu-
ance of such Preferred Shares or fraction thereof.
5. Section 24(a) of the Rights Agreement is hereby
modified and amended by deleting the phrase "at any time after
the occurrence of a Trigger Event" from the first sentence
thereof and substituting therefor the phrase "at any time after
any Person becomes an Acquiring Person".
6. Section 24 of the Rights Agreement is hereby
modified and amended by deleting paragraph (c) thereof in its
entirety, relettering paragraphs (d) and (e) thereof as para-
graphs (c) and (d), respectively, and amending and modifying
the newly relettered paragraph (c) thereof to read in its en-
tirety as follows:
In the event that there shall not be sufficient Common
Shares issued but not outstanding or authorized but
unissued to permit any exchange of Rights as contemplated
in accordance with this Section 24, the Company shall take
all such action as may be necessary to authorize addi-
tional Common Shares for issuance upon exchange of the
Rights. In the event the Company shall, after good faith
effort, be unable to take all such action as may be nec-
essary to authorize such additional Common Shares, the
Company shall substitute, for each Common Share that would
otherwise be issuable upon exchange of a Right, a number
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of Preferred Shares or fraction thereof such that the
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.
7. Section 27 of the Rights Agreement is hereby
modified and amended by changing the percentage "15%" in the
last sentence thereof to "10%".
8. This Amendment to the Rights Agreement shall
be governed by and construed in accordance with the laws of
the State of Delaware and for all purposes shall be governed
by and construed in accordance with the laws of such State
applicable to contracts to be made and performed entirely
within such State.
9. This Amendment to the Rights Agreement may be
executed in any number of counterparts, each of which shall be
an original, but such counterparts shall together constitute
one and the same instrument. Terms not defined herein shall,
unless the context otherwise requires, have the meanings as-
signed to such terms in the Rights Agreement.
10. In all respects not inconsistent with the terms
and provisions of this Amendment to the Rights Agreement, the
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Rights Agreement is hereby ratified, adopted, approved and
confirmed. In executing and delivering this Amendment, the
Rights Agent shall be entitled to all the privileges and im-
munities afforded to the Rights Agent under the terms and
conditions of the Rights Agreement.
11. If any term, provision, covenant or restriction
of this Amendment to the Rights Agreement is held by a court of
competent jurisdiction or other authority to be invalid, void
or unenforceable, the remainder of the terms, provisions,
covenants and restrictions of this Amendment to the Rights
Agreement, and of the Rights Agreement, shall remain in full
force and effect and shall in no way be affected, impaired or
invalidated.
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IN WITNESS WHEREOF, the parties hereto have caused
this Amendment to be duly executed and attested, all as of the
date and year first above written.
Attest: AVERY DENNISON CORPORATION
By:/s/ Richard P. Randill By:/s/ Robert C. vanSchoonenberg
Attest: FIRST INTERSTATE BANK OF
CALIFORNIA
By:/s/ Rosa Maria Bautist By:/s/ Joseph K. Cannata
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