Avery Dennison Corp – ‘8-A12G/A’ on 12/15/94

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Amendment to Registration of a Class of Securities   —   Form 8-A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-A12G/A    Amendment to Registration of a Class of Securities     7     22K 

Document Table of Contents

8-A12G/A
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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.                         

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         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.                                          

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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).                          

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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, 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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Dates Referenced Herein   and   Documents Incorporated by Reference

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This ‘8-A12G/A’ Filing		Date		First		Last			Other Filings
		6/30/98		3
Filed on:		12/15/94							8-K
		12/14/94		6		7
		12/9/94		2		6			8-K
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