SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 29, 1999
Lexmark International Group, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 1-14050 22-3074422
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File No.) Identification No.)
One Lexmark Centre Drive, Lexington, Kentucky 40550
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (606) 232-2000
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(Former name or former address, if changed since last report)
<PAGE>
Item 5. Other Events
On April 29, 1999, the Registrant issued the attached press release
announcing a two-for-one stock split to be effected in the form of a stock
dividend.
Item 7. Exhibits.
(c) Exhibits
Exhibit 20 - Press Release dated April 29, 1999.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
LEXMARK INTERNATIONAL GROUP, INC.
By: /s/ Vincent J. Cole
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Vincent J. Cole
Vice President, General Counsel and
Secretary
Date: April 29, 1999
Contact:
Jim Joseph
Media relations
(606) 232-2249
page 800-770-2704
[email protected]
Mark D. Sisk
Investor relations
(606) 232-5934
[email protected]
Lexmark board announces two-for-one stock split
and authorizes additional repurchase of shares
LEXINGTON, Ky., April 29, 1999 -- The board of directors of Lexmark
International Group, Inc. (NYSE: LXK) today announced a two-for-one split of the
company's Class A common stock. The stock split will be effected in the form of
a stock dividend and will entitle each stockholder of record on May 20, 1999 to
receive one share of Class A common stock for each share of Class A common stock
held on the record date. The stock dividend will be distributed on June 10,
1999.
This is the first split in Lexmark stock since the company's initial public
offering at $20 per share on November 15, 1995. Since then, the stock has
appreciated more than 500 percent, closing at $124.875 on April 28, 1999.
The board also announced that it has authorized the repurchase of up to $200
million of Lexmark Class A common stock. The repurchase authority allows the
company to selectively repurchase its stock from time to time in the open market
or in privately negotiated transactions depending upon market price and other
factors. The repurchase authorization provides management flexibility to make
purchases at its discretion without a target price or timetable constraints. The
repurchased shares will be held in treasury for future use.
This repurchase authorization is in addition to the $600 million in aggregate
repurchase authorization previously granted by the board. As of March 31, 1999,
the company had used $525 million of the prior authorization to repurchase
approximately 11.7 million shares. In the first quarter of 1999, the company
repurchased 1,587,600 for approximately $155 million.
At the corporation's annual meeting of stockholders today, B. Charles Ames,
Ralph E. Gomory and Marvin L. Mann were elected to new terms on the board of
directors, expiring in 2002.
Mann, 66, who has served as chairman of the board since the company's founding
in March 1991, retires today as chairman and has been designated
by the board as chairman emeritus. He is being succeeded as chairman by Paul J.
Curlander, 46, Lexmark's president and CEO. Ames, 73, is a principal of
Clayton, Dubilier & Rice, Inc., a New York investment firm. Gomory, 69, is
president of the Alfred P. Sloan Foundation. Ames, Gomory and Mann were first
elected to the board in 1991.
An employee stock purchase plan and certain terms and conditions of annual
incentive compensation awards for select executives were approved by a majority
of the shares of Class A common stock represented at the meeting. Amendments to
the Third Restated Certificate of Incorporation to increase the number of
authorized shares of Class A common stock from 160 million to 450
million shares and to limit the size of the board of directors to 14
members were approved by a majority of the outstanding shares of Class A common
stock.
Lexmark International Group, Inc. is the parent company of Lexmark
International, Inc., a global developer, manufacturer and supplier of printing
solutions and products, including laser, inkjet and dot matrix printers and
associated consumable supplies for the office and home markets. Lexmark is
a trademark of Lexmark International, Inc., registered in the U.S. and/or
other countries.
