SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM 8-A/A
AMENDMENT NO. 2 TO FORM 8-A
FOR PREFERRED SHARE PURCHASE RIGHTS
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) or (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
ZURN INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania 25-1040754
(State of incorporation or organization) (IRS Employer
Identification No.)
One Zurn Place, Erie, Pennsylvania 16505
(Address of principal executive offices) (Zip Code)
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
Preferred Share Purchase Rights New York Stock Exchange
Pacific Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)<PAGE>
The undersigned registrant hereby amends the following items of its
Registration Statement on Form 8-A, dated May 22, 1986, for its Preferred
Share Purchase Rights, as set forth herein.
Item 1. Description of Registrant's Securities to be Registered
Item 1 contained in the Form 8-A/A Registration Statement
Amendment No. 1 dated June 27, 1995 is incorporated herein by
reference.
Item 2. Exhibit.
1. Form of Rights Agreement dated as of May 19, 1986, as
Amended and Restated as of June 28, 1995, between Zurn
Industries, Inc. and Society National Bank, as Rights Agent,
which includes as Exhibit B thereto the Form of Right
Certificate. (Filed as Exhibit 1 with Form 8-A/A on June
27, 1995.)
2. Amendment to Rights Agreement of Zurn Industries, Inc.,
dated March 15, 1996 to conform Final Expiration Date in
Rights Agreement, Exhibit 1 above, to the date set forth in
all other documentation, i.e., May 28, 1996, as recited in
said Amendment.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this Amendment No. 2 to the
Registration Statement to be signed on its behalf by the undersigned, thereto
duly authorized.
ZURN INDUSTRIES, INC.
Date: March 15, 1996 By /s/ Dennis Haines
Dennis Haines
General Counsel and Secretary
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EXHIBIT 2
AMENDMENT TO
RIGHTS AGREEMENT
BETWEEN
ZURN INDUSTRIES, INC.
and
SOCIETY NATIONAL BANK
This Amendment, dated March 15, 1996, to the Rights Agreement, dated as
of May 19, 1986, as amended and restated as of June 28, 1995 (the "Rights
Agreement"), by and between Zurn Industries, Inc. (the "Company") and Society
National Bank, as Rights Agent:
WITNESSETH:
WHEREAS, an ambiguity and inconsistency in the Rights Agreement exists
in that the Form of Right Certificate, attached as Exhibit B to the Rights
Agreement, sets May 28, 1996, as the expiration date of the Rights, the
Summary of Rights, attached as Exhibit C to the Rights Agreement, which is the
communication which was sent to shareholders, announces the expiration date of
the Rights as of May 28, 1996, and the filing with the Securities and Exchange
Commission on Form 8-A/A dated June 27, 1995, and the Listing Application with
the New York Stock Exchange (as amended) both reflect an expiration date of
May 28, 1996, but Section 7(a) of the Rights Agreement defines the Final
Expiration Date as March 16, 1996; and
WHEREAS, from its inception, the Rights Agreement had been intended by
the Company to be a plan which would have a duration of ten years from the
Record Date of May 29, 1986, and the Summary of Rights which had been mailed
to shareholders had set forth the proper expiration date of the Rights, i.e.
May 28, 1996, and the notes to the Company's financial statements as contained
in its Annual Report sent to shareholders in each year since the adoption of
the Rights Plan has consistently stated that the Rights expired in May of
1996; and
WHEREAS, pursuant to Section 26 of the Rights Agreement, this Amendment
is for the purpose of correcting the ambiguity and inconsistency referred to
above and several other typographical errors.
NOW, THEREFORE, the Rights Agreement is hereby amended in the following
respects:
1. In lieu of the date of March 16, 1996, contained in Section 7(a) of
the Rights Plan as the Final Expiration Date, there shall be
substituted the date "May 28, 1996".
2. The subsection (iii) identifier at the beginning of Section 11(a)
(ii) (B) of the Rights Agreement is deleted, and the subsection (iv)
identifier in the next succeeding subsection is changed to (iii).
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WITNESS, the due execution hereof as of the day and year first above
written.
ATTEST: ZURN INDUSTRIES, INC.
/s/ Patricia M. Mayer BY: /s/ Dennis Haines
ATTEST: SOCIETY NATIONAL BANK
/s/ B. William Bedy BY: /s/ Kathryn M. Gallagher
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