SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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 19, 2000
THE VALSPAR CORPORATION
-------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 1-3011 36-2443580
- -------------------------------- ----------------------- ---------------------
(State or other jurisdiction of (Commission File (I.R.S. Employer
incorporation) Number) Identification No.)
1101 THIRD STREET SOUTH, MINNEAPOLIS, MINNESOTA 55415
- ----------------------------------------------- ---------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 612/332-7371
NOT APPLICABLE
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE>
ITEM 5. OTHER EVENTS.
On April 19, 2000, the Board of Directors of The Valspar Corporation
(the "Company"), declared a dividend of one common share purchase right (a
"Right") for each outstanding common share, $.50 par value (a "Common Share"),
of the Company. The dividend is payable to shareholders of record on May 11,
2000 (the "Record Date").
Each Right entitles the registered holder to purchase from the Company
one Common Share at a price of $140.00 per share (the "Purchase Price"), subject
to adjustment. The description and terms of the Rights are set forth in a Rights
Agreement, dated as of May 1, 2000 (the "Rights Agreement") between the Company
and ChaseMellon Shareholder Services, L.L.C., as Rights Agent.
Initially, the Rights will be evidenced by the certificates
representing Common Shares then outstanding, and no separate Right Certificates
will be distributed. The Rights will separate from the Common Shares, and a
distribution date (a "Distribution Date") for the Rights will occur, upon the
earlier of: (i) the 10th day following the first date of public announcement
that a person or group of affiliated or associated persons has become an
"Acquiring Person" (I.E., has become, subject to certain exceptions, the
beneficial owner of 15% or more of the outstanding Common Shares (other than as
a result of a Permitted Offer)) and (ii) the 10th day following the commencement
or public announcement of a tender offer or exchange offer, the consummation of
which would result in a person or group of affiliated or associated persons
becoming an Acquiring Person.
A "Permitted Offer" is a tender offer or an exchange offer for all
outstanding Common Shares determined by the Board of Directors of the Company,
after receiving such advice as it deems necessary and giving due consideration
to all relevant factors, to be in the best interests of the Company and its
shareholders.
Until the Distribution Date, (i) the Rights will be evidenced by the
Common Share certificates, together with a copy of this Summary of Rights, and
will be transferred with and only with the Common Shares, (ii) new Common Share
certificates issued after the Record Date upon transfer or new issuance of the
Common Shares will contain a notation incorporating the Rights Agreement by
reference, and (iii) the surrender for transfer of any Common Share certificate,
even without such notation or a copy of this Summary of Rights attached thereto,
will also constitute the transfer of the Rights associated with the Common
Shares represented by such certificate.
As promptly as practicable following the Distribution Date, separate
certificates evidencing the Rights ("Right Certificates") will be mailed to
holders of record of the Common Shares 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 May 11, 2010, unless extended or earlier redeemed or exchanged by
the Company as described below. No fraction of a Common Share will be issued
and, in lieu thereof, an adjustment in cash will be made based on the closing
price on the last trading date prior to the date of exercise.
<PAGE>
The Purchase Price payable and the number of Common Shares 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 Common Shares, (ii) upon the grant to
holders of the Common Shares of certain rights, options or warrants to subscribe
for or purchase Common Shares or convertible securities at less than the then
current market price of the Common Shares, or (iii) upon the distribution to
holders of the Common Shares of evidences of indebtedness or assets (excluding
quarterly cash dividends or dividends payable in Common Shares) or of
subscription rights or warrants (other than those described in clause (ii) of
this paragraph). With certain exceptions, no adjustment in the Purchase Price
will be required until cumulative adjustments require an adjustment of at least
1% in the Purchase Price.
In the event any person becomes an Acquiring Person, each holder of a
Right (other than the Acquiring Person) shall thereafter have a right to
receive, upon exercise thereof at the then current aggregate exercise price,
Common Shares having a current aggregate market price equal to twice the current
aggregate exercise price. In the event that at any time after there is an
Acquiring Person the Company is acquired in certain mergers or other business
combination transactions or 50% or more of the assets or earning power of the
Company and its subsidiaries (taken as a whole) are sold, holders of the Rights
(other than the Acquiring Person) will thereafter have the right to receive,
upon exercise thereof at the then current aggregate exercise price, such number
of common shares of the acquiring company (or, in certain cases, one of its
affiliates) having a current aggregate market price equal to twice the current
aggregate exercise price.
At any time after a person becomes an Acquiring Person (subject to
certain exceptions), and prior to the acquisition by a Person of 50% or more of
the outstanding Common Shares, the Board of Directors of the Company may
exchange all or part of the Rights for Common Shares at an exchange ratio of one
Common Share per Right, subject to adjustment.
At any time before a person has become an Acquiring Person, 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, subject to adjustment. 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.
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.
This summary description of the Rights does not purport to be complete
and is qualified in its entirety by reference to the Rights Agreement.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS
Number Description
------ -----------
99.1 Press Release dated April 19, 2000
<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.
THE VALSPAR CORPORATION
/s/ Rolf Engh
-----------------------------------------
Rolf Engh
Secretary
Date: May 3, 2000
<PAGE>
EXHIBIT INDEX
Number Description
- ------ -----------
99.1 Press Release dated April 19, 2000
EXHIBIT 99.1
FOR IMMEDIATE RELEASE April 19, 2000
VALSPAR ADOPTS SHAREHOLDER RIGHTS PLAN
MINNEAPOLIS, MINNESOTA - The Valspar Corporation announced today that its Board
of Directors has adopted a Shareholder Rights Plan. The Plan is intended to
further the long-term interests of Valspar shareholders by protecting the
company against hostile takeovers. Under the Plan, Valspar shareholders will
receive rights to acquire additional Valspar common shares in the event a person
or group acquires 15% or more of the Valspar common shares.
"The Shareholder Rights Plan strengthens the ability of Valspar to protect the
interests of its shareholders by encouraging any prospective purchaser to
negotiate with the Board of Directors prior to attempting a takeover," said
Richard M. Rompala, Chairman of the Board, President and Chief Executive Officer
of Valspar. "This process ensures that all shareholders receive a fair price and
are treated equally in the event of a takeover."
The adoption of the Shareholder Rights Plan has not been taken in response to or
in anticipation of any specific or proposed change in control of Valspar. The
issuance of the rights is not a taxable event, will not affect Valspar's
reported financial results, and will not change the way in which Valspar's
common shares are currently traded. Valspar's Board of Directors may, at its
option, redeem all rights for $.001 per right at any time prior to the rights
becoming exercisable. The rights will expire in 2010, unless earlier redeemed,
exchanged or amended by the Board of Directors.
Contact: Deborah D. Weiss, Vice President and Treasurer
The Valspar Corporation
(612)375-7302
