<PAGE> 1
UNITED STATES
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): July 1, 1998
Walbro Corporation
---------------------------------------------
(Exact Name of Registrant as Specified in Charter)
Delaware 0-6955 38-1358966
- ---------------------------- ------------ -------------------
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
6242 Garfield Street, Cass City, Michigan 48726
----------------------------------------- -----
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (517) 872-2131
<PAGE> 2
ITEM 5. OTHER EVENTS.
On July 1, 1998, the Registrant issued the press release attached as Exhibit
99.1 announcing its adoption of a stockholder rights plan. The information
contained in this press release is incorporated herein by reference.
ITEM 7. FINANICIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
99.1 News Release of Registrant dated July 1, 1998.
2
<PAGE> 3
SIGNATURES
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.
Walbro Corporation
Dated: July 8, 1998 By: /s/ Michael A. Shope
-------------------------------
Michael A. Shope
Chief Financial Officer
3
<PAGE> 4
Exhibit Index
-------------
Exhibit # Item
---------------- ----------------
99.1 Press Release of
Registrant dated
July 1, 1998
4
<PAGE> 1
NEWS FROM FOR RELEASE: FOR FURTHER EDITORIAL INFORMATION:
WALBRO 7/1/98 Contact at end.
CORPORATION
6242 Garfield Street
Cass City, Michigan 48726
- -------------------------------------------------------------------------------
WALBRO CORPORATION ADOPTS STOCKHOLDER RIGHTS PLAN
Cass City, Michigan, July 1, 1998 -- Walbro Corporation (Nasdaq: WALB)
today announced that its Board of Directors has adopted a new Stockholder Rights
Plan to replace its current Stockholder Rights Plan, which was originally
adopted in 1988. Under this plan, preferred stock purchase rights will be
distributed on July 17, 1998, at the rate of one Right for each outstanding
share of the Company's common stock, to stockholders of record on that date.
John E. Utley, Chairman of the Board of Directors, stated that "the
Board renewed the Plan to protect against future abusive takeover tactics such
as partial tender offers and selective open market purchases. The Plan is
intended to assure that stockholders receive fair and equitable treatment in the
event of unsolicited attempts to acquire the Company." Mr. Utley further
stressed that "the Plan is not intended to prevent an acquisition of the Company
on terms that are favorable and fair to all stockholders, and will not do so.
The Plan is designed to deal with the very serious problem of unilateral actions
by hostile acquirors that are calculated to deprive the Company's Board and its
stockholders of their ability to determine the destiny of the Company."
Each Right will entitle holders of Walbro common stock to buy one
one-hundredth of a Walbro Series A Junior Participating Preferred Stock. The
Rights will be exercisable only if a person or group acquires 15% or more of the
Company's common stock or announces a tender offer upon consummation of which
such person or group would own 15% or more of the common stock.
(more)
<PAGE> 2
Walbro
page two
The Rights will expire in ten years unless earlier redeemed or
terminated. The Company generally may amend the Rights or redeem the Rights at
$0.01 per Right at any time prior to the time a person or group has acquired 15%
of the Company's common stock.
Additional detail regarding the Rights Plan will be outlined in a
summary to be mailed to all stockholders following the record date.
Walbro Corporation is a designer and manufacturer of precision fuel
systems and products for automotive and small engine markets. Walbro Corporation
has subsidiaries and joint ventures throughout the world, including North and
South America, Europe and Asia. Walbro common stock is traded on the Nasdaq
National Market under the symbol WALB.
# # #
For further information contact: Mike Shope
Walbro Corporation
(517) 872-7397
