SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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
THE GOODYEAR TIRE & RUBBER COMPANY
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(Exact Name of Registrant as Specified in Its Charter)
OHIO 34-0253240
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(State of Incorporation or Organization) (I.R.S. Employer
Identification No.)
1144 East Market Street, Akron, Ohio 44316-0001
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(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
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Preferred Stock Purchase Rights New York Stock Exchange
Chicago Stock Exchange
Pacific Stock Exchange
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [x]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [ ]
Securities Act registration statement file number to which this form relates:
__________ (if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
ITEM 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
Item 1 of the Form 8-A is hereby amended in its entirety as follows:
On June 4, 1996, the Board of Directors of THE GOODYEAR TIRE & RUBBER
COMPANY (the "Company") declared a dividend distribution of one right (the
"Rights") for each outstanding share of Common Stock, without par value, of the
Company (the "Common Stock"). The distribution is payable on July 29, 1996 to
the shareholders of record on July 29, 1996. Each Right entitles the registered
holder thereof to purchase from the Company one one-hundredth of a share of
Series B Preferred Stock, without par value, of the Company (the "Preferred
Stock") (or in some circumstances, Common Stock, other securities, cash or other
property as summarized below) at a price of $250.00 per share (the "Purchase
Price"), subject to adjustment. The description and terms of the Rights are set
forth in an Amended and Restated Rights Agreement, dated as of April 15, 2002
(the "Rights Agreement"), between the Company and EquiServe Trust Company, N.A.,
Rights Agent ("EquiServe" or the "Rights Agent"). EquiServe was appointed as
successor rights agent to First Chicago Trust Company of New York on November 1,
2001.
Until the earlier to occur of (i) the close of business on the tenth
business day following a public announcement that a person or group of
affiliated or associated persons acquired, or obtained the right to acquire,
beneficial ownership of 15% or more (20% or more in certain limited
circumstances involving qualified institutions) of the outstanding shares of the
Common Stock (an "Acquiring Person") or (ii) the close of business on the tenth
business day following the commencement of, or announcement of an intention to
commence, a tender offer or exchange offer by any person or group if, upon
consummation thereof, such person or group would be an Acquiring Person (the
earlier of such dates herein referred to as the "Distribution Date"), the Rights
will be evidenced, with respect to any of the Common Stock certificates
outstanding as of July 29, 1996, by such Common Stock certificate. The Rights
Agreement provides that, until the Distribution Date, the Rights will be
transferred with and only with the Common Stock. Until the Distribution Date (or
earlier redemption or expiration of the Rights), new Common Stock certificates
issued after July 29, 1996 upon transfer or new issuance of shares of Common
Stock will contain a notation incorporating the Rights Agreement by reference.
Until the Distribution Date (or earlier redemption or expiration of the Rights),
the surrender for transfer of any Common Stock certificate will also constitute
the transfer of the Rights associated with the Common Stock represented by such
certificate. As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights ("Right Certificates") will be mailed to
holders of record of the Common Stock as of the close of business on the
Distribution Date and such separate Right Certificates alone will evidence the
Rights.
The Rights are not exercisable until the Distribution Date. The Rights
will expire on July 29, 2006, unless earlier redeemed by the Company as
described below. Until a Right is exercised, the holder thereof, as such, will
have no rights as a shareholder of the Company, including, without limitation,
the right to vote or to receive dividends. Upon the occurrence of certain events
described below, the holder of the Rights will (subject to certain exceptions)
be entitled to exercise the Rights for shares of the Common Stock or common
stock of another person in lieu of shares of
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Preferred Stock.
The Purchase Price payable, and the number of shares of Preferred Stock
(or Common Stock, other securities, cash or other property, as the case may be)
issuable upon exercise of the Rights are subject to adjustment from time to time
to prevent dilution. With certain exceptions, no adjustment in the Purchase
Price will be required until cumulative adjustments require an adjustment of at
least 1% in such Purchase Price. No fractional shares of Preferred Stock will be
issued (other than fractional shares which are integral multiples of one
one-hundredth of a Preferred Share) 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.
In the event that any person (including a "group" within the meaning of
Section 13(d)(3) of the Securities Exchange Act of 1934 and excluding certain
persons specified in the Rights Agreement), alone or together with its
affiliates and associates, becomes the beneficial owner of 15% or more (20% or
more in certain limited circumstances involving qualified institutions) of the
outstanding shares of the Common Stock of the Company (i.e., an Acquiring
Person), proper provision shall be made so that each holder of a Right, other
than Rights that are or were beneficially owned by an Acquiring Person (which
will thereafter be void), shall thereafter have the right to receive, upon the
exercise thereof at the then current Purchase Price, that number of shares of
Common Stock (or, in certain circumstances, cash, property or other securities
of the Company or any combination thereof and Common Stock) having a market
value of two times the Purchase Price.
In the event that after any person has become an Acquiring Person the
Company merges with or into any other entity or person and the Company is not
the surviving corporation or is the surviving corporation in a merger or other
business combination transaction but its Common Stock is changed or exchanged,
or 50% or more of the Company's assets or earning power are sold or otherwise
transferred, proper provision shall be made so that each holder of a Right,
other than Rights that are or were beneficially owned by an Acquiring Person
(which will thereafter be void), shall thereafter have the right to receive,
upon the exercise thereof at the then current Purchase Price, that number of
shares of common stock of the Acquiring Person which at the time of such
transaction would have a market value of two times the Purchase Price.
In the event that at any time any person shall be an Acquiring Person
on or after the Distribution Date and before an Acquiring Person becomes the
beneficial owner of 50% or more of the then outstanding shares of the Common
Stock, the Company, at its option by action of its Board of Directors and a
majority of the Independent Directors (as defined in the Rights Agreement), may
exchange all or part of the then outstanding and exercisable Rights (but in no
event Rights which are or were held by any Acquiring Person) for shares of the
Common Stock at an exchange ratio of one share of Common Stock per Right (or, in
certain circumstances, Preferred Stock, cash, property, or other securities of
the Company, or any combination thereof, having a market value equal to the then
current market price of a share of Common Stock), subject to adjustment.
Immediately upon the action of the Board of Directors ordering the exchange of
any Rights, the right to exercise such Rights shall terminate and the only right
thereafter of a holder of such Rights
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will be to receive the appropriate number of shares of Common Stock (or other
consideration) in exchange for the Rights. Any partial exchange shall be made
pro rata based on the number of Rights (other than Rights which have become
void) held by each holder of Rights. The Company will give notice of any
exchange to all holders of the Rights affected by mail at their last addresses
as they appear on the registry books.
At any time prior to 5:00 P.M. Akron time on the earlier of (i) July
29, 2006 or (ii) the tenth business day following a public announcement that a
person or group of affiliated or associated persons has acquired beneficial
ownership of 15% or more (20% or more in certain limited circumstances involving
qualified institutions) of the outstanding shares of the Common Stock of the
Company (the "Shares Acquisition Date"), the Board of Directors of the Company
may redeem the Rights in whole, but not in part, at a price of $0.001 per Right
(the "Redemption Price"), provided that if such redemption occurs on or after
the Shares Acquisition Date or under certain other circumstances the Board of
Directors shall be entitled to so redeem the Rights only if such redemption is
approved by a majority of the Independent Directors. The Redemption Price may be
paid in cash, shares of Common Stock or other securities or property.
Immediately upon the action of the Board of Directors of the Company electing to
redeem the Rights the right to exercise the Rights will terminate and the only
right of the holders of the Rights will be to receive the Redemption Price. The
Company will give notice by mail of any redemption to the holders of the then
outstanding Right, which notice will state the method by which payment of the
Redemption Price will be made.
Prior to the earlier of the Distribution Date or the Shares Acquisition
Date, subject to certain exceptions, the Company may from time to time
supplement or amend the Rights Agreement without the approval of any holders of
the Rights. Thereafter, the Company may from time to time supplement or amend
the Rights Agreement without the approval of the holders of the Rights in order
to cure any ambiguity, to correct or supplement any defective or inconsistent
provision, to lengthen the time period during which the Rights may be redeemed
following the Shares Acquisition Date (for up to twenty business days, provided
such additional period is approved by a majority of the Independent Directors),
or to change or supplement the provisions of the Rights Agreement in any manner
which the Company may deem necessary or desirable (if such change or supplement
is approved by a majority of the Independent Directors) and does not adversely
affect the interests of the holders of Rights Certificates (other than an
Acquiring Person or an affiliate or associate of an Acquiring Person). From and
after the Distribution Date, there shall be no changes in the Redemption Price,
the Final Expiration Date, the Purchase Price or the number of one
one-hundredths of a share of Preferred Stock for which a Right is then
exercisable.
Each outstanding share of the Common Stock on July 29, 1996 received
one Right. Since July 29, 1996 and until the earlier of the Distribution Date or
July 29, 2006, the Company has issued, and will continue to issue, one Right
with each additional share of Common Stock issued and outstanding so that all
outstanding shares of Common Stock have attached Rights. The Company has
reserved 7,000,000 shares of the Preferred Stock for issuance upon exercise of
the Rights.
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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 Independent Directors or without conditioning the
offer on a substantial number of Rights being acquired. The Rights should not
interfere with a merger or other business combination transaction approved by
the Independent Directors prior to the existence of an Acquiring Person, because
the Rights can be redeemed before the consummation of such transaction.
A copy of the Rights Agreement, specifying the terms of the Rights, is
attached hereto as Exhibit 2 and was filed as Exhibit 4.1 to the Company's
Quarterly Report on Form 10-Q for the quarter ended March 31, 2002. The
foregoing summary description of the Rights does not purport to be complete, and
is qualified by reference to the Rights Agreement, which is incorporated herein
by reference. Copies of the Rights Agreement are available free of charge from
the Company.
ITEM 2. EXHIBITS
Item 2 of the Form 8-A is hereby amended in its entirety as follows:
1 Rights Agreement, dated as of June 4, 1996, between The Goodyear
Tire & Rubber Company and First Chicago Trust Company of New
York, Rights Agent, which includes at Exhibit B thereto the form
of Right Certificate.
2 Amended and Restated Rights Agreement, dated as of April 15,
2002, between The Goodyear Tire & Rubber Company and EquiServe
Trust Company, N.A., Rights Agent, which includes at Exhibit B
thereto the form of Right Certificate.
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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.
THE GOODYEAR TIRE & RUBBER COMPANY
Date: May 2, 2002 By: /s/ C. Thomas Harvie
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C. Thomas Harvie, Senior Vice President
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EXHIBIT INDEX
NUMBER DESCRIPTION
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1* Rights Agreement, dated as of June 4, 1996, between The
Goodyear Tire & Rubber Company and First Chicago Trust
Company of New York, Rights Agent, which includes at Exhibit
B thereto the form of Right Certificate.
2 Amended and Restated Rights Agreement, dated as of April 15,
2002, between The Goodyear Tire & Rubber Company and
EquiServe Trust Company, N.A., Rights Agent, which includes
at Exhibit B thereto the form of Right Certificate.
*Previously filed
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