SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________
AMENDMENT NO. 1 TO
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
MOODY'S CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 13-3998945
(State of Incorporation or organization) (I.R.S. Employer
Identification No.)
99 Church Street, New York, New York 10007
(Address of principal executive offices) (zip code)
If this form relates to the registration If this form relates to the registration
of a class of securities pursuant to Section of a class of securities pursuant to Section
12(b) of the Exchange Act and is effective 12(g) of the Exchange Act and is effective
pursuant to General Instruction A.(c), check pursuant to General Instruction A.(d), check
the following box. the following box.
( X ) ( )
Securities Act registration statement file number to which this form relates: N/A
(If applicable)
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 Share Purchase Rights New York Stock Exchange
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.
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On June 3, 1998 the Board of Directors of Moody's Corporation
(formerly known as The Dun & Bradstreet Corporation) (the "Company") declared a
dividend of one preferred share purchase right (a "Right") for each outstanding
share of common stock, par value $.01 per share of the Company (the "Common
Stock"). The dividend was paid on June 19, 1998 (the "Record Date") to the
stockholders of record on that date. The description and terms of the Rights
are set forth in an Amended and Restated Rights Agreement dated as of September
27, 2000 (the "Rights Agreement"), between the Company and EquiServe Trust
Company, N.A., as Rights Agent, and the Bank of New York, as successor Rights
Agent (the "Rights Agent"), as amended on October 22, 2001 (the "Rights
Amendment") and as the same may be amended from time to time.
On February 15, 2005, the Board of Directors declared a two-for-one
stock split to be effected as a special stock distribution of one share of
Common Stock for each share of Common Stock outstanding to be distributed on
May 18, 2005 to stockholders of record as of the close of business on May 4,
2005 (the "Stock Split"). Pursuant to the provisions of the Rights Agreement,
after giving effect to the Stock Split, the number of Rights associated with
each share of Common Stock shall be adjusted so that each share of Common Stock
shall have associated with it one-half of a Right. The description of the
Rights set forth below reflects the adjustments arising from the Stock Split.
Each Right entitles the registered holder to purchase from the
Company one one-thousandth of a share of Series A Junior Participating
Preferred Stock, par value $.01 per share (the "Preferred Stock") of the
Company at a price of $100 per one one-thousandth of a share of Preferred Stock
(as the same may be adjusted, the "Purchase Price"), subject to adjustment.
Until the earlier to occur of (i) 10 days following a public
announcement that a person or group of affiliated or associated persons (with
certain exceptions an "Acquiring Person") have acquired beneficial ownership of
15% or more of the outstanding shares of Common Stock or (ii) 10 business days
(or such later date as may be determined by action of the Board of Directors
prior to such time as any person or group of affiliated persons becomes an
Acquiring Person) following the commencement of, or announcement of an
intention to make, a tender offer or exchange offer the consummation of which
would result in the beneficial ownership by a person or group of 15% or more of
the outstanding shares of Common Stock (the earlier of such dates being called
the "Distribution Date"), the Rights will be evidenced, with respect to any of
the Common Stock certificates outstanding as of the Record Date, by such Common
Stock certificate.
The Rights Agreement provides that, until the Distribution Date (or
earlier redemption or expiration of the Rights), the Rights will be transferred
with and only with the Common Stock. Until the Distribution Date (or earlier
redemption or expiration of the Rights), Common Stock certificates 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 certificates for shares of Common Stock
outstanding as of the Record Date, even without such notation or a copy of this
Summary of Rights, will also constitute the transfer of the Rights associated
with the shares of 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 June 30, 2008 (the "Final Expiration Date"), unless the
Final Expiration Date is advanced or extended or unless the Rights are earlier
redeemed or exchanged by the Company, in each case as described below.
The Purchase Price payable, and the number of shares of Preferred
Stock or other securities or property issuable, upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution (i) in the event of
a stock dividend on, or a subdivision, combination or reclassification of, the
Preferred Stock, (ii) upon the grant to holders of the Preferred Stock of
certain rights or warrants to subscribe for or purchase Preferred Stock at a
price, or securities convertible into Preferred Stock with a conversion price,
less than the then-current market price of the Preferred Stock or (iii) upon
the distribution to holders of the Preferred Stock of evidences of indebtedness
or assets (excluding regular periodic cash dividends or dividends payable in
Preferred Stock) or of subscription rights or warrants (other than those
referred to above).
The Rights are also subject to adjustment in the event of a stock
dividend on the Common Stock payable in shares of Common Stock or subdivisions,
consolidations or combinations of the Common Stock occurring, in any such case,
prior to the Distribution Date.
Shares of Preferred Stock purchasable upon exercise of the Rights
will not be redeemable. Each share of Preferred Stock will be entitled, when,
as and if declared, to a minimum preferential quarterly dividend payment of the
greater of (a) $10 per share and (b) an amount equal to 1000 times the dividend
declared per share of Common Stock. In the event of liquidation, dissolution or
winding up of the Company, the holders of the Preferred Stock will be entitled
to a minimum preferential liquidation payment of $100 per share (plus any
accrued but unpaid dividends) but will be entitled to an aggregate payment of
1000 times the payment made per share of Common Stock. Each share of Preferred
Stock will have 1000 votes, voting together with the Common Stock. Finally, in
the event of any merger, consolidation or other transaction in which shares of
Common Stock are converted or exchanged, each share of Preferred Stock will be
entitled to receive 1000 times the amount received per share of Common Stock.
These rights are protected by customary antidilution provisions.
Because of the nature of the Preferred Stock's dividend,
liquidation and voting rights, the value of the one one-thousandth interest in
a share of Preferred Stock purchasable upon exercise of each Right should
approximate the value of one share of Common Stock.
In the event that any person or group of affiliated or associated
persons becomes an Acquiring Person, each holder of a Right, other than Rights
beneficially owned by the Acquiring Person (which will thereupon become void),
will thereafter have the right to receive upon exercise of a Right and payment
of the Purchase Price, that number of shares of Common Stock having a market
value of two times the Purchase Price.
In the event that, after a person or group has become an Acquiring
Person, 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 (other than
Rights beneficially owned by an Acquiring Person which will have become void)
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 person with whom the Company has engaged in the foregoing transaction
(or its parent), which number of shares at the time of such transaction will
have a market value of two times the Purchase Price.
At any time after any person or group becomes an Acquiring Person
and prior to the acquisition by such person or group of 50% or more of the
outstanding shares of Common Stock or the occurrence of an event described in
the prior paragraph, the Board of Directors of the Company may exchange the
Rights (other than Rights owned by such person or group which will have become
void), in whole or in part, at an exchange ratio of one share of Common Stock
(or, following the Stock Split, two shares of Common Stock), or a fractional
share of Preferred Stock (or of a share of a similar class or series of the
Company's preferred stock having similar rights, preferences and privileges) of
equivalent value, per Right (subject to adjustment).
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 fractions which are integral multiples of one one-thousandth of a
share of Preferred Stock, which may, at the election of the Company, be
evidenced by depositary receipts) 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.
At any time prior to the time an Acquiring Person becomes such, 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.
For so long as the Rights are then redeemable, the Company may,
except with respect to the redemption price, amend the Rights Agreement in any
manner. After the Rights are no longer redeemable, the Company may, except with
respect to the redemption price, amend the Rights in any manner that does not
adversely affect the interests of holders of the Rights.
Until a Right is exercised or exchanged, 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.
A copy of the Rights Agreement has been filed with the Securities
and Exchange Commission as an Exhibit to a Current Report on Form 8-K filed on
September 29, 2000. A copy of the Rights Amendment has been filed with the
Securities and Exchange Commission as an Exhibit to the Company's Annual Report
on Form 10-K for the Fiscal Year ended December 31, 2001 filed on March 22,
2002. A copy of the Rights Agreement is available free of charge from the
Company. This summary description of the Rights does not purport to be complete
and is qualified in its entirety by reference to the Rights Agreement, as the
same may be amended from time to time, which is hereby incorporated herein by
reference.
Item 2. Exhibits.
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1. Amended and Restated Rights Agreement, dated as of
September 27, 2000, by and between the registrant
and EquiServe Trust Company, N.A., including the
Form of Rights Certificate attached as Exhibit B
thereto and the Summary of Rights to Purchase
Preferred Stock attached as Exhibit C thereto
(incorporated by reference to Exhibit 4.1 to the
Current Report on Form 8-K filed by the registrant
with the Securities and Exchange Commission on
September 29, 2000).
2. Amendment No. 1 to the Rights Agreement, dated as of
October 22, 2001, by and among the registrant and
EquiServe Trust Company, N.A., as Rights Agent, and
The Bank of New York, as successor Rights Agent
(incorporated by reference to Exhibit 4.2 to the
Annual Report on Form 10-K filed by the registrant
with the Securities and Exchange Commission on March
22, 2002).
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.
Date: May 18, 2005
MOODY'S CORPORATION
By: /s/ John J. Goggins
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John J. Goggins
Senior Vice President and
General Counsel
EXHIBIT INDEX
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Exhibit Description
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1. Amended and Restated Rights Agreement, dated as of
September 27, 2000, by and between the registrant and
EquiServe Trust Company, N.A., including the Form of
Rights Certificate attached as Exhibit B thereto and
the Summary of Rights to Purchase Preferred Stock
attached as Exhibit C thereto (incorporated by
reference to Exhibit 4.1 to the Current Report on Form
8-K filed by the registrant with the Securities and
Exchange Commission on September 29, 2000).
2. Amendment No. 1 to the Rights Agreement, dated as of
October 22, 2001, by and among the registrant and
EquiServe Trust Company, N.A., as Rights Agent, and
The Bank of New York, as successor Rights Agent
(incorporated by reference to Exhibit 4.2 to the
Annual Report on Form 10-K filed by the registrant
with the Securities and Exchange Commission on March
22, 2002).