-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UDiKX5KE11uKoE+x3R2d2vkD3f5zX0HRMY4/ulCawX+eMF8XHBQDoBsU06b3oWcD 0v5uUVndq2VKweabC3NupA== 0000950172-99-000075.txt : 19990126 0000950172-99-000075.hdr.sgml : 19990126 ACCESSION NUMBER: 0000950172-99-000075 CONFORMED SUBMISSION TYPE: 8-A12B/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990125 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST BRANDS CORP CENTRAL INDEX KEY: 0000797320 STANDARD INDUSTRIAL CLASSIFICATION: UNSUPPORTED PLASTICS FILM & SHEET [3081] IRS NUMBER: 061171404 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-A12B/A SEC ACT: SEC FILE NUMBER: 001-10395 FILM NUMBER: 99512204 BUSINESS ADDRESS: STREET 1: 83 WOOSTER HEIGHTS RD BLDG 301 STREET 2: PO BOX 1911 CITY: DANBURY STATE: CT ZIP: 06813-1911 BUSINESS PHONE: 2037312300 MAIL ADDRESS: STREET 1: P.O. BOX 1911 CITY: DANBURY STATE: CT ZIP: 06813-1911 8-A12B/A 1 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 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 FIRST BRANDS CORPORATION (Exact name of registrant as specified in its charter) Delaware 06-1171404 (State of incorporation) (I.R.S. employer identification number) 83 Wooster Heights Road 06813-1911 Danbury, Connecticut (Zip Code) (Address of principal executive offices) 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 Stock Purchase Rights New York Stock Exchange with respect to common Stock, $0.01 par value Securities to be registered pursuant to Section 12(g) of the Act: None (Title of Class) ITEM 1. DESCRIPTION OF SECURITIES TO BE REGISTERED. First Brands Corporation (the "Company") and Continental Stock Transfer & Trust Company (the "Rights Agent") entered into an Amendment to the Rights Agreement dated as of January 21, 1999 (the "Amendment to Rights Agreement") amending the Rights Agreement (the "Rights Agreement") between the Company and the Rights Agent, dated as of March 22, 1996, in order to, among other things, amend Sections 7(a) and 7(b) of the Rights Agreement by deleting the words "and the" immediately preceding the term "Redemption Date" and replacing such words with "," and by adding "and the Effective Time of the Merger" after the term "Redemption Date". A copy of the Amendment to Rights Agreement is attached hereto as Exhibit 1 and is incorporated herein by reference. The foregoing description of the Amendment to Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the Amendment to Rights Agreement. ITEM 2. EXHIBITS 1. Amendment to Rights Agreement, dated as of January 21,1999, between First Brands Corporation and Continental Stock Transfer & Trust Company, as Rights Agent. SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized. Dated as of: January 25, 1999 FIRST BRANDS CORPORATION By: /s/ Einar M. Rod ------------------------- Name: Einar M. Rod Title: General Counsel INDEX OF EXHIBITS Exhibit No. Description - ----------- ----------- 1. Amendment to Rights Agreement, dated as of January 21,1999, between First Brands Corporation and Continental Stock Transfer & Trust Company, as Rights Agent. EX-1 2 EXHIBIT 1 - AMENDMENT TO RIGHTS AGREEMENT AMENDMENT TO RIGHTS AGREEMENT Amendment, dated as of January 21, 1999 (the "Amendment"), between First Brands Corporation, a Delaware corporation (the "Company"), and Continental Stock Transfer & Trust Company, a New York corporation (the "Rights Agent"). WHEREAS, the Company and the Rights Agent entered into a Rights Agreement, dated as of March 22, 1996 (the "Rights Agreement"); WHEREAS, there is not as of the date hereof any Acquiring Person (as defined in the Rights Agreement); and WHEREAS, the Company desires to amend the Rights Agreement in accordance with Section 26; NOW, THEREFORE, in consideration of the premises and mutual agreements set forth in the Rights Agreement and this Amendment, the parties hereby agree as follows: Section 1. Amendment to Section 7(a). Section 7(a) of the Rights Agreement is amended by deleting the words "and the" immediately preceding the term "Redemption Date" and replacing such words with "," and by adding the following after the term "Redemption Date": "and the Effective Time of the Merger". For purposes of Section 7 (a) and Section 7(b), "Effective Time of the Merger" shall mean such time as a certificate of merger (the "Merger Certificate") is duly filed with the Secretary of State of the State of Delaware pursuant to Section 1.02 of the Agreement and Plan of Reorganization and Merger, dated as of October 18, 1998 by and among The Clorox Company, a Delaware Corporation ("Clorox"), Pennant, Inc., a Delaware Corporation and a wholly owned subsidiary of Clorox, and the Company or at such later effective time as is specified in the Merger Certificate." Section 2. Amendment to Section 7(b). Section 7(b) of the Rights Agreement is amended by deleting the words "and the" immediately preceding the term "Redemption Date" and replacing such words with "," and by adding the following after the term "Redemption Date": "and the Effective Time of the Merger". Section 3. Rights Agreement as Amended. The term "Agreement" as used in the Rights Agreement shall be deemed to refer to the Rights Agreement as amended hereby. The foregoing amendments shall be effective as of the date hereof and, except as set forth herein, the Rights Agreement shall remain in full force and effect and shall be otherwise unaffected hereby. Section 4. Counterparts. This Amendment may be executed in any number of counterparts, and each of such counterparts shall for all purposes be deemed an original, but all such counterparts shall together constitute but one and the same instrument. Section 5. Governing Law. This Amendment shall be deemed to be a contract made under 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 made and to be performed entirely within such State. Section 6. Descriptive Headings. Descriptive headings of the several Sections of this Agreement are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof. * * * IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the day and year first above written. Attest: FIRST BRANDS CORPORATION /s/ Natalie Hensley By /s/ Joseph B. Furey ---------------------- --------------------------- Name: Natalie Hensley Name: Joseph B. Furey Title: Secretary Title: Attest: CONTINENTAL STOCK TRANSFER AND TRUST COMPANY as Rights Agent /s/ Thomas Jennings By /s/ William F. Seegraber ---------------------- ---------------------------- Name: Thomas Jennings Name: William F. Seegraber Title: Asst. Secretary Title: Vice President -----END PRIVACY-ENHANCED MESSAGE-----