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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) or 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
ZURN INDUSTRIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
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PENNSYLVANIA 25-1040754
(State of Incorporation or Organization) (IRS Employer Identification no.)
14801 QUORUM DRIVE, ADDISON, TEXAS 75240-7584
(Address of Principal Executive Offices) (Zip Code)
If this form relates to the registration of a class If this form relates to the registration of a class
of securities pursuant to Section 12(b) of the of securities pursuant to Section 12(g) of the
Exchange Act and is effective pursuant to General Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. Instruction A.(d), please check the following box.
[x] [ ]
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Securities Act registration statement file number to which this form relates:
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(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
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Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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Preferred Share Purchase Rights New York Stock Exchange
</TABLE>
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
On February 16, 1998, Zurn Industries, Inc. (the "Company"), U.S.
Industries, Inc., a Delaware corporation ("U.S. Industries"), USI, Inc., a
Delaware corporation and a wholly-owned subsidiary of U.S. Industries ("USI"),
Blue Merger Corp., a Delaware corporation and a wholly-owned subsidiary of USI
("B-Corp"), and Zoro Merger Corp., a Pennsylvania corporation and a wholly-
owned subsidiary of USI ("Z-Corp"), entered into an Agreement and Plan of
Merger (the "Merger Agreement"), pursuant to which Z-Corp would merge with and
into the Company (the "Zurn Merger") and B-Corp would merge with and into U.S.
Industries (the "U.S. Industries Merger" and, collectively with the Zurn
Merger, the "Mergers"), and the Company and U.S. Industries would thereby
become wholly-owned subsidiaries of USI.
In connection with the Merger Agreement, the Company and KeyBank
National Association (as successor-in-interest to Society National Bank) (the
"Rights Agent") have entered into an Amendment to Rights Agreement (the "Rights
Amendment"), dated as of February 16, 1998, which amended the Rights Agreement
(as amended, the "Rights Agreement"), dated as of May 28, 1996, between the
Company and the Rights Agent. The Rights Amendment provides that,
notwithstanding anything in the Rights Agreement to the contrary, (i) no
Distribution Date (as defined in the Rights Agreement) will occur, (ii) neither
U.S. Industries nor USI will be an Acquiring Person (as defined in the Rights
Agreement), and (iii) no Stock Acquisition Date (as defined in the Rights
Agreement) will occur solely as a result of the approval, execution or
delivery of the Merger Agreement or the consummation of the transactions
contemplated thereby. The Rights Amendment also provides that the Rights (as
defined below) will expire immediately prior to the effective time of the Zurn
Merger. A summary of the Rights, as amended, follows.
Summary of Rights
Effective as of May 28, 1996, the Company declared a dividend of one
preferred share purchase right (a "Right") for each outstanding share of Common
Stock, par value $0.50 per share (the "Common Shares"), of the Company, payable
to shareholders of record on May 28, 1996. Each Right entitles the holder
thereof, until the earliest of May 26, 2006, the redemption of the Rights, or
the time immediately prior to the effective time of the Zurn Merger (the
earliest of such events being the "Expiration Date"), to buy one one-fourth of
a share of Second Series Junior Participating Preferred Stock, par value $1.00
per share (the "Preferred Shares"), at an exercise price of $90 per one
one-fourth of a share, subject to adjustment. The Rights represented by the
certificates for Common Shares, are not exercisable, and are not transferable
apart from the Common Shares, until the earlier of the tenth day after the
announcement that a person or group has acquired beneficial ownership of 15% or
more of the Common Shares or the tenth day after a person commences, or
announces an intention to commence, an offer the consummation of which would
result in such person beneficially owning 15% or more of the Common Shares (the
earlier of such dates being the "Distribution Date"). Separate certificates
("Rights Certificates") for the Rights will be mailed to holders of record of
the Common Shares as of such date. The Rights could then begin trading
separately from the Common Shares.
In the event that the Company is acquired in a merger or other
business combination transaction (other than the Zurn Merger pursuant to the
Merger Agreement), each Right will entitle its holder to purchase, at the
then-current exercise price of the Right, that number of shares of common stock
of the surviving company which at the time of such transaction would have a
market value of two times the then-current exercise price of the Right.
Alternatively, if a person (other than U.S. Industries or USI in connection
with the Merger Agreement) were to become the beneficial owner of 15% or more
of the Common Shares (an "Acquiring Person"), each Right not owned by such
person would become exercisable for that number of Common Shares which, at that
time, would have a market value of two times the then- current exercise price
of the Right.
The preceding paragraph will not be applicable to a merger or
consolidation transaction involving a tender offer or exchange offer where all
the outstanding Common Shares are acquired
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at a uniform price to be paid to all shareholders with the form of
consideration being uniform as to all shareholders.
The Board of Directors of the Company (the "Board") may in its sole
discretion defer the distribution of Right Certificates and the exercisability
of Rights if it deems the interest of the Acquiring Person not to be adverse to
the Company and its shareholders. The determination of whether an interest is
"adverse" is based on the finding that (x) the Acquiring Person is involved in
any court or agency proceedings such that the market for Common Shares could be
subject to false or misleading influences, (y) the interest of the Acquiring
Person is intended to cause the Company to repurchase the Common Shares held by
the Acquiring Person or to cause pressure on the Company to enter into a
transaction intended to provide the Acquiring Person with short-term financial
gain or other advantage under circumstances in which the Board determines that
the best long-term interests of the Company and its shareholders would not be
served by such a transaction or (z) the interest of the Acquiring Person will
cause a material adverse impact (including an impairment of relationships with
customers or the Company's ability to compete) on the business of the Company.
This discretion of the Board, however, is not operative once an Acquiring
Person holds beneficially 20% or more of the Common Shares.
The Rights are redeemable in whole, but not in part, at $0.01 per
Right at any time up to ten business days after the acquisition by a person or
group (other than U.S. Industries or USI in connection with the Merger
Agreement) of beneficial owners of 15% or more of the Common Shares. The right
to exercise the Rights terminates at the time that the Board elects to redeem
the Rights. The redemption may be made effective at such time, on such basis
and with such conditions as the Board may establish. Notice of redemption
shall be given by mailing such notice to the registered holders of the Rights.
At no time will the Rights have any voting rights.
The exercise price payable, and the number of Preferred Shares or
other securities or property 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
Preferred Shares, (ii) as a result of the grant to holders of the Preferred
Shares of certain rights or warrants to subscribe for or purchase Preferred
Shares at a price, or securities convertible into Preferred Shares with a
conversion price, less than the then current market price of the Preferred
Shares or (iii) as a result of the distribution to holders of the Preferred
Shares of evidences of indebtedness or assets (excluding regular periodic cash
dividends paid out of earnings or retained earnings or dividends payable in
Preferred Shares) or of subscription rights or warrants (other than those
referred to above). The number of Rights and number of Preferred Shares
issuable upon exercise of each Right are also subject to adjustment in the
event of a stock split or stock dividend on, or combination of, the Common
shares prior to the Distribution Date. With certain exceptions, no adjustment
in the exercise price will be required until cumulative adjustments require an
adjustment of at least 1% in such exercise price.
Upon exercise of the Rights, no fractional Preferred Shares will be
issued (other than fractions which are integral multiples of one-quarter of a
share, which may, at the election of the Company, be evidenced by depositary
receipts) and in lieu thereof an adjustment in cash will be made.
One Right became attached to each Common Share owned of record on May
28, 1996. Until the earlier of the Expiration Date or Distribution Date, all
outstanding Common Shares, whether issued prior to or after May 28, 1996, will
have attached Rights. The Company has reserved 3,500,000 Preferred Shares for
issuance upon exercise of the Rights.
The Rights have certain anti-takeover effects. The Rights may cause
substantial dilution to a person or group that attempts to acquire the Company
on terms not approved by the Board, except pursuant to an offer conditioned on
a substantial number of Rights being acquired.
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The Preferred Shares purchasable upon exercise of the Rights will be
junior to the Company's outstanding series of preferred stock and redeemable at
a price of $360 per share or four times the current market price of Common
Shares at the time of redemption. Each Preferred Share will have a minimum
preferential quarterly dividend of $0.20 per share, but will be entitled to
receive, in the aggregate, a dividend of four times the dividend declared per
Common Share. In the event of liquidation, the holders of the Preferred Shares
will be entitled to receive a minimum liquidation payment of $2.00 per share,
but will be entitled to receive an aggregate liquidation payment equal to four
times the payment made per Common Share. Each Preferred Share will have one
vote, voting together with the Common Shares. In the event of any merger,
consolidation or other transaction in which Common Shares are exchanged, each
Preferred Share will be entitled to receive four times the amount and type of
consideration received per Common Share. The rights of the Preferred Shares as
to dividends and liquidation, and in the event of mergers and consolidations,
are protected by customary anti-dilution provisions. Because of the nature of
the Preferred Shares' dividend, liquidation and redemption rights, the value of
the interest in a Preferred Share purchasable upon the exercise of each Right
should approximate the value of one Common Share.
The Rights Agreement, which specifies the terms of the Rights and
includes as Exhibit B thereto the form of Right Certificate, is attached hereto
as an exhibit and incorporated herein by reference. The Rights Amendment is
also attached hereto as an exhibit and incorporated herein by reference. The
foregoing descriptions of the Rights Agreement, the Rights Amendment and the
Rights are qualified by reference to such exhibits.
ITEM 2. EXHIBITS.
4.1 Rights Agreement, dated as of May 28, 1996, between
the Company and the Rights Agent, which includes as
Exhibit B thereto the form of Right Certificate
(incorporated by reference to Exhibit 1 of the
Company's Form 8-A, dated May 17, 1996 (No.
001-05502)).
4.2 Amendment to Right Agreement, dated as of February
16, 1998, between the Company and the Rights Agent.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereto duly authorized.
ZURN INDUSTRIES, INC.
Date: February 27, 1998 /s/ George W. Hanthorn
----------------------------
George W. Hanthorn
Vice President -
General Counsel and Secretary
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Exhibits
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4.1 Rights Agreement, dated as of May 28, 1996, between the Company and the Rights Agent, which
includes as Exhibit B thereto the form of Right Certificate (incorporated by reference to
Exhibit 1 of the Company's Form 8-A, dated May 17, 1996 (No. 001-05502)).
4.2 Amendment to Right Agreement, dated as of February 16, 1998, between the Company and the Rights
Agent.
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Exhibit 4.2
AMENDMENT TO RIGHTS AGREEMENT
This AMENDMENT TO RIGHTS AGREEMENT, dated as of February 16, 1998
(this "Amendment"), is made and entered into by Zurn Industries, Inc., a
Pennsylvania corporation (the "Company") and KeyBank National Association, a
national banking association (as successor-in-interest to Society National
Bank) (the "Rights Agent").
RECITALS
A. The Board of Directors of the Company (the "Board") has
approved an Agreement and Plan of Merger, to be dated as of February 16, 1998
(as the same may be amended from time to time, the "Merger Agreement"), by and
among the Company, U.S. Industries, Inc., a Delaware corporation ("US
Industries"), USI, Inc., a Delaware corporation and wholly owned subsidiary of
US Industries ("USI"), Blue Merger Corp., a Delaware corporation and wholly
owned subsidiary of USI, and Zoro Merger Corp., a Pennsylvania corporation and
wholly owned subsidiary of USI ("Z-Sub"), providing for, among other things,
the merger of Z-Sub with and into the Company, with the Company as the
surviving corporation (the "Merger"), resulting in the Company becoming a
wholly owned subsidiary of USI;
B. The Company and the Rights Agent are parties to a Rights
Agreement, dated as of May 28, 1996 (the "Rights Agreement"); and
C. As an inducement to US Industries and USI to enter into the
Merger Agreement, US Industries and USI have requested that the Company agree,
and the Company has agreed, to execute and deliver this Amendment in order to
permit execution and delivery of the Merger Agreement and the consummation of
the transactions contemplated thereby without causing the Rights (as defined in
the Rights Agreement) to become exercisable.
NOW, THEREFORE, pursuant to the terms of the Rights Agreement and in
accordance with Section 26 thereof, the Company and the Rights Agent herein
agree as follows:
1. Amendments to the Rights Agreement: The Rights Agreement is
hereby amended as follows:
(a) Section 7(a) of the Rights Agreement is hereby
amended by deleting the following phrase in its entirety:
"the earlier of (i) the close of business on May 26, 2006 (the
"Final Expiration Date"), or (ii) the time at which the Rights
are redeemed as provided in Section 23 hereof (the earlier of
(i) and (ii) being herein referred to as the "Expiration
Date")"
and replacing such phrase with the following:
"the earliest of (i) the close of business on May 26, 2006
(the "Final Expiration Date"), (ii) the time at which the
Rights are redeemed as provided in Section 23 hereof, and
(iii) the time immediately prior to the effective time of the
Zurn Merger (as that term is defined in the Merger Agreement)
(the earliest of (i), (ii) and (iii) being herein referred to
as the "Expiration Date")."
(b) The following Section 34 is added immediately after
the existing Section 33 of the Rights Agreement:
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"Section 34. Merger Transaction. Notwithstanding anything in
this Agreement to the contrary, (i) no Distribution Date will
occur, (ii) neither US Industries nor USI will be an Acquiring
Person, and (iii) no Stock Acquisition Date will occur, solely
as a result of the approval, execution or delivery of the
Merger Agreement or the consummation of the transactions
contemplated thereby."
(c) Section 1 of the Rights Agreement is hereby amended
by adding the following new subsections immediately after the existing
subsection 1(k):
"(l) "US Industries" means U.S. Industries, a Delaware
corporation."
"(m) "Merger Agreement" means that certain Agreement and Plan
of Merger, dated as of February 16, 1998, by and among the
Company, US Industries, USI, Blue Merger Corp., and Zoro
Merger Corp., as the same may be amended from time to time."
"(n) "USI" means USI, Inc., a Delaware corporation."
2. Effective Time. This Amendment is an amendment to the Rights
Agreement pursuant to Section 26 of the Rights Agreement and shall be effective
immediately prior to the execution and delivery of the Merger Agreement.
3. Full Force. Except as expressly amended hereby, the Rights
Agreement shall continue in full force and effect in accordance with the
provisions thereof on the date hereof.
4. Governing Law. This Amendment shall be deemed to be a
contract made under the internal substantive laws of the Commonwealth of
Pennsylvania and for all purposes shall be governed by and construed in
accordance with the internal substantive laws of such Commonwealth applicable
to contracts to be made and performed entirely within such Commonwealth, except
that the rights and obligations of the Rights Agent shall be governed by the
laws of the State of Ohio.
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IN WITNESS WHEREOF, the Company has caused this Amendment to
be duly executed as of the day and year first above written.
ZURN INDUSTRIES, INC.
By: /s/ George W. Hanthorn
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Name: George W. Hanthorn
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Title: Vice President
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Attest:
By: /s/ William J. Durbin
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Name: William J. Durbin
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Title: Vice President
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AGREED TO AND ACCEPTED:
KEYBANK NATIONAL ASSOCIATION, as successor-in-interest
to Society National Bank
By: /s/ Peter Moore
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Name: /s/ Peter Moore
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Title: Vice President
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Attest:
By: /s/ Greg Edgehouse
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Name: Greg Edgehouse
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Title: Vice President and Associate Counsel
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