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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10/A NO. 5
(POST-EFFECTIVE AMENDMENT NO. 3)
GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF
THE SECURITIES EXCHANGE ACT OF 1934
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HUSSMANN INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 43-1791715
(State or Other Jurisdiction of (IRS Employer Identification
Incorporation or Organization) Number)
12999 ST. CHARLES ROCK ROAD BRIDGETON, MO 63044-2483
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (314) 291-2000
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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COMMON STOCK, $.001 PAR VALUE NEW YORK STOCK EXCHANGE
PREFERRED STOCK PURCHASE RIGHTS NEW YORK STOCK EXCHANGE
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
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ITEM 11. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
References to "we," "us," "our," "Hussmann International" or "the Company"
mean Hussmann International, Inc.
Item 11 is hereby amended, as described below, to reflect certain changes
that we have made to our Rights Agreement with First Chicago Trust Company of
New York, as Rights Agent, as amended and restated as of July 15, 1999 (the
"Rights Agreement").
Effective May 11, 2000, we entered into an Agreement and Plan of Merger
(the "Merger Agreement") with Ingersoll-Rand Company ("Ingersoll") and IR Merger
Corporation, a wholly owned subsidiary of Ingersoll (the "Purchaser"), which
provides for a tender offer (the "Offer") by the Purchaser to purchase all of
the outstanding shares of common stock, par value $.001 per share, of Hussmann
International, and that, following completion of the Offer, the Purchaser will
be merged with and into Hussmann International (the "Merger"), all in accordance
with the terms and subject to the conditions set forth in the Merger Agreement.
Our Rights Agreement generally provides, among other things, that the
Rights issued thereunder will become exercisable on the close of business on the
10th business day (or a later date determined by our board before any person or
group becomes an "Acquiring Person," by obtaining beneficial ownership of 15% or
more of our outstanding common stock) after a person or group commences a tender
or exchange offer which, if consummated, would result in that person or group
becoming an Acquiring Person. We refer to the date when the Rights become
exercisable as the "Distribution Date," and the first date of public
announcement that an Acquiring Person becomes such as a "Stock Acquisition
Date."
We have amended our Rights Agreement to provide that:
- neither Ingersoll nor the Purchaser will become an Acquiring Person
solely as a result of the approval, execution or delivery of the Merger
Agreement, or the consummation of the Offer, the Merger or the other
transactions contemplated by the Merger Agreement; and
- neither the approval, execution or delivery of the Merger Agreement nor
the consummation of the Offer, the Merger or the other transactions
contemplated by the Merger Agreement, will (i) give holders of the
Rights any rights to purchase shares of our common stock or of any
other party to the Merger Agreement, (ii) result in the occurrence of a
Stock Acquisition Date, Distribution Date or other separation of the
Rights from the underlying common stock, (iii) entitle the holders of
the Rights to exercise them, or (iv) otherwise affect the holders of
the Rights.
In addition, we have amended the Rights Agreement to provide that the
Rights will expire on the earliest of (i) the close of business on December
31, 2007, (ii) the time at which the Rights are redeemed, (iii) the time at
which the Rights are exchanged as provided in the Rights
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Agreement, or (iv) the time immediately prior to the initial purchase of
shares of our common stock in the Offer contemplated by the Merger Agreement.
The foregoing summary of the amendment to our Rights Agreement is not
complete and is qualified in its entirety by reference to the full text of the
amendment, which is filed as Exhibit 4.7 hereto and is incorporated herein by
reference.
ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS
(b) Exhibits
Exhibit No. Description
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4.7 Amendment to Rights Agreement, dated as of May 11, 2000, by and between
Hussmann International, Inc. and First Chicago Trust Company of New
York.
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this Amendment No. 5
(post-effective Amendment No. 3) to registration statement on Form 10 to be
signed on its behalf by the undersigned, thereto duly authorized.
HUSSMANN INTERNATIONAL, INC.
By: /s/ Burton Halpern
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Name: Burton Halpern
Title: Vice President, General Counsel
and Secretary
Date: May 18, 2000
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AMENDMENT TO RIGHTS AGREEMENT
THIS AMENDMENT (this "Amendment"), dated as of May 11, 2000, by and
between Hussmann International, Inc., a Delaware corporation (the "Company"),
and First Chicago Trust Company of New York, a New York corporation, as Rights
Agent (the "Rights Agent"), amends the Amended and Restated Rights Agreement,
dated as of July 15, 1999 (the "Rights Agreement").
R E C I T A L S
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A. The Company intends to enter into an Agreement and Plan of Merger,
dated as of the date hereof (as it may be amended or supplemented from time to
time, the "Ingersoll Merger Agreement") among the Company, Ingersoll-Rand
Company, a New Jersey corporation ("Ingersoll"), and IR Merger Corporation, a
Delaware corporation ("Merger Sub") with respect to a merger of the Company and
Merger Sub (the "Merger").
B. The Company and the Rights Agent have executed and entered into the
Rights Agreement.
C. Pursuant to Section 27 of the Rights Agreement, the Company may from
time to time supplement or amend the Rights Agreement in accordance with the
provisions of Section 27 thereof.
D. The Board of Directors has determined that the Merger and the other
transactions contemplated by the Ingersoll Merger Agreement are fair to and in
the best interests of the Company and its stockholders.
E. The Board of Directors has determined that it is in the best
interests of the Company and its stockholders to amend the Rights Agreement to
exempt the Ingersoll Merger Agreement and the transactions contemplated by the
Ingersoll Merger Agreement from the application of the Rights Agreement.
A G R E E M E N T
NOW, THEREFORE, the Rights Agreement is hereby amended as follows:
1. The definition of "Acquiring Person" in Section 1(a) of the Rights
Agreement is hereby modified and amended by adding the following sentence at the
end of the last sentence thereof:
"Notwithstanding anything in this Agreement to the
contrary, neither Ingersoll-Rand Company, a New Jersey
corporation ("Ingersoll"), nor any direct or indirect
wholly owned subsidiary of Ingersoll shall be deemed to
be an Acquiring Person solely as a result of the
approval, execution or delivery of the Agreement and
Plan of Merger, dated as of May 11, 2000, among
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the Company, Ingersoll, and IR Merger Corporation, a
Delaware corporation ("Merger Sub") (as it may be
amended from time to time, the "Ingersoll Merger
Agreement"), or the consummation of the merger of the
Company and Merger Sub (the "Merger") or the other
transactions contemplated by the Ingersoll Merger
Agreement."
2. Section 7(a) of the Rights Agreement is hereby modified, amended and
restated in its entirety as follows:
"Subject to Section 7(e) hereof, the registered holder
of any Rights Certificate may exercise the Rights
evidenced thereby (except as otherwise provided herein
including, without limitation, the restrictions on
exercisablity set forth in Section 9(c) and Section
11(a)(iii)) in whole or in part at any time after the
Distribution Date upon surrender of the Rights
Certificate, with the form of election to purchase on
the reverse side thereof duly executed, to the Rights
Agent at the office or offices of the Rights Agent
designated for such purpose, together with payment of
the aggregate Purchase Price with respect to the total
number of one one-hundredths of a share of Preferred
Stock (or other securities, cash or other assets, as the
case may be) as to which surrendered Rights are then
exercisable, at or prior to the earliest of (i) the
close of business on December 31, 2007 (the "Final
Expiration Date"), (ii) the time at which the Rights are
redeemed as provided in Section 23 hereof (the
"Redemption Date"), (iii) the time at which such Rights
are exchanged pursuant to Section 24 hereof, or (iv) the
time immediately prior to the initial purchase of shares
of Common Stock in the tender offer contemplated by the
Ingersoll Merger Agreement."
3. Section 15 of the Rights Agreement is hereby modified and amended to
add the following sentence at the end thereof:
"Nothing in this Agreement shall be construed to give
any holder of Rights or any other Person any legal or
equitable rights, remedy or claim under this Agreement
in connection with any transactions contemplated by the
Ingersoll Merger Agreement."
4. The Rights Agreement is hereby further modified and amended by
adding a new Section 33 to the end thereof to read in its entirety as follows:
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"Section 36. INGERSOLL MERGER AGREEMENT. Notwithstanding
any other provision of this Agreement, neither the
approval, execution or delivery of the Ingersoll Merger
Agreement nor the consummation of the Offer (as defined
in the Ingersoll Merger Agreement), the Merger or the
other transactions contemplated by the Ingersoll Merger
Agreement is or shall be deemed to be an event described
in Section 11(a)(ii) or Section 13 hereof, nor will such
performance or consummation result in the occurrence of
a Stock Acquisition Date, a Distribution Date or any
other separation of the Rights from the underlying
Common Stock, nor entitle or permit the holders of the
Rights to exercise the Rights or otherwise affect the
rights of the holders of the Rights, including giving
the holders of the Rights the right to acquire
securities of any party to the Ingersoll Merger
Agreement."
5. This Amendment may be executed in any number of counterparts, each
of which shall be an original, but such counterparts shall together constitute
one and the same instrument.
6. This Amendment shall be deemed to be a contract made under the laws
of the State of Delaware and for all purposes shall be governed by and construed
in accordance with the laws of such State applicable to contracts to be made and
performed entirely within such State.
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IN WITNESS WHEREOF, this Amendment has been duly executed by the
Company and the Rights Agent as of the day and year first written above.
HUSSMANN INTERNATIONAL, INC.
By: /s/ Burton Halpern
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Name: Burton Halpern
Title: Vice President
FIRST CHICAGO TRUST COMPANY OF NEW YORK
By: /s/ Michael S. Duncan
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Name: Michael S. Duncan
Title: Director, Corporate Actions
