<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
--------------------
FORM 8-A/A
(Amendment No. 3)
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
ACME-CLEVELAND CORPORATION
---------------------------------------------
(Exact name of registrant as specified in its charter)
Ohio 34-1662809
- -------------------------------------------------------------------------------
(State of incorporation or organization) (I.R.S. Employer Identification No.)
30100 Chagrin Blvd., Suite 100, Pepper Pike, Ohio 44124-5705
- --------------------------------------------------------------------------------
(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
------------------- ------------------------------
Rights issued under Rights
Agreement dated as of The New York Stock
March 11, 1996 Exchange, Inc.
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check the
following box. | |
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. | |
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of class)
Sequential page 1 of 12.
<PAGE> 2
INFORMATION REQUIRED IN REGISTRATION STATEMENT
THE UNDERSIGNED REGISTRANT HEREBY AMENDS THE FOLLOWING ITEMS AND
EXHIBITS OF ITS FORM 8-A REGISTRATION STATEMENT FIELD WITH THE SECURITIES AND
EXCHANGE COMMISSION ON MARCH 13, 1996 AND PREVIOUSLY AMENDED BY FORMS 8-A/A
FILED ON MARCH 15, 1996 AND MARCH 22, 1996.
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
On March 11, 1996, the Board of Directors of Acme-Cleveland
Corporation (the "Company") declared a dividend consisting of one Right for each
outstanding Common Share with a par value of $1 per share (the "Common Shares")
of the Company. The distribution will be paid on March 23, 1996 (the "Record
Date") to the stockholders of record on the Record Date. Following the Shares
Acquisition Date (as hereinafter defined), each Right entitles the registered
holder (other than an Acquiring Person (as hereinafter defined)) to purchase
from the Company one one-hundredth of a Series B Preferred Share (the "Series B
Preferred Share") at a price of $81.00 (the "Purchase Price"), subject to
adjustment, or, as described below, to acquire one Common Share for an exercise
price of $1.00 per share (the "Exercise Price"). The description and terms of
the Rights are set forth in a Rights Agreement (the "Rights Agreement") between
the Company and Society National Bank, as Rights Agent (the "Rights Agent"),
adopted by the Company on March 11, 1996 and amended by a First Amendment to
Rights Agreement, dated as of March 20, 1996, and a Second Amendment to Rights
Agreement, dated as of May 31, 1996, each between the Company and the Rights
Agent.
Until such time as a public announcement that a person or
group of affiliated or associated persons (an "Acquiring Person") has acquired,
or obtained the right to acquire, beneficial ownership of 15% or more of the
Common Shares then outstanding (the "Shares Acquisition Date"), the Rights will
be evidenced, with respect to any of the Common Share certificates outstanding
as of the Record Date, by such Common Share certificates with a copy of a
Summary of Amended Rights attached thereto.
The Rights Agreement provides that, until the Shares
Acquisition Date, the Rights will be transferred with and only with the Common
Shares. Until the Shares Acquisition Date (or the earlier redemption or
expiration of the Rights), 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. Until the Shares Acquisition
Date (or the earlier redemption or expiration of the Rights), the surrender for
transfer of any of the Common Share certificates, even without 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 certificates. As
soon as practicable following the
<PAGE> 3
Shares Acquisition 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 Shares Acquisition Date, and such separate Right
Certificates alone will evidence the Rights.
The Rights are not exercisable until the Shares Acquisition
Date. The Rights will expire upon the earlier to occur of (i) the consummation
of the Offer (as defined in Section 1.01(b) of the Agreement and Plan of
Merger (the "Merger Agreement"), dated as of May 31, 1996, by and among the
Company, Danaher Corporation, a Delaware corporation, and WEC Acquisition
Corporation, a Delaware corporation and a wholly owned subsidiary of Danaher
Corporation) and the acceptance for payment of the Common Shares tendered
pursuant to the Offer, or (ii) at the close of business on March 23, 2006,
unless earlier redeemed by the Company as described below.
The Purchase Price payable, and the number of Series B
Preferred Shares (or Common Shares, other securities, cash or other assets, as
the case may be) 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 Series B Preferred
Shares, (ii) upon the grant to holders of the Series B Preferred Shares of
certain rights or warrants to subscribe for Series B Preferred Shares or
convertible securities at less than the current market price of the Series B
Preferred Shares or (iii) upon the distribution to holders of the Series B
Preferred Shares of evidences of indebtedness or assets (excluding regular
periodic cash dividends or dividends payable in the Series B Preferred Shares)
or of subscription rights or warrants (other than those referred to above).
Following the Shares Acquisition Date, each holder of a Right,
other than Rights that were or are beneficially owned by the Acquiring Person
(which will thereafter be void), shall have the right to either (A) purchase one
one-hundredth of a Series B Preferred Share at the Purchase Price or (B)
receive, upon exercise of the Right and payment of the Exercise Price one Common
Share of the Company. The Exercise Price and the number of shares purchasable
upon exercise of the Rights will be subject to anti-dilution adjustment as
provided in the Rights Agreement.
With certain exceptions, no adjustment in the Purchase Price
or the Exercise Price will be required until cumulative adjustments require an
adjustment of at least 1% in the Purchase Price or the Exercise Price. No
fractional shares will be issued (other than fractional shares which are
integral multiples of one one-hundredth of a Series B Preferred Share) and, in
lieu thereof, an adjustment in cash will be made based on the market price of
the Series B Preferred Shares on the last trading date prior to the date of
exercise.
Until a Right is exercised, the holder thereof, as such, will
have no rights as a stockholder of the Company, including, without limitation,
the right to vote or to receive dividends.
At any time prior the Shares Acquisition Date, the Board of
Directors of the Company may redeem the Rights in whole, but not in part, at a
price of $.05 per Right (the "Redemption Price"); provided, however, that, for
as long as one or more Continuing
<PAGE> 4
Directors (as defined in the Rights Agreement) remain in office, none of the
Rights may be redeemed following the commencement or announcement of a tender
offer by any person or group that, following the completion of such tender
offer, would be an Acquiring Person unless such redemption is approved by a
majority of the Continuing Directors. Immediately upon the action of the Board
of Directors of the Company, or the Continuing Directors, as the case may be,
electing to redeem the Rights, the Company shall make announcement thereof, and
upon such election, the right to exercise the Rights will terminate and the only
right of the holders of Rights will be to receive the Redemption Price.
The provisions of the Rights Agreement may be amended by the
Board of Directors in order to cure any ambiguity, to correct any defect or
inconsistency or, prior to the Shares Acquisition Date, to make changes deemed
to be not adverse to the interests of the holders of the Rights, except that,
for as long as one or more Continuing Directors remain in office, the Rights
Agreement may not be amended following the commencement or announcement of a
tender offer by any person or person who, following the completion of such
tender offer, would be an Acquiring Person, unless such amendment is approved by
a majority of the Continuing Directors.
The Rights could have the effect of discouraging a tender
offer (other than the Offer) or exchange offer for Common Shares or the
accumulation of a substantial number of Common Shares, unless the Board of
Directors redeems the Rights.
This summary description of the Rights does not purport to be
complete and is qualified in its entirety by reference to the Rights Agreement,
which is included as Exhibit 4(b) to the Form 8-A filed by the Registrant with
the Securities and Exchange Commission on March 13, 1996, the First Amendment to
Rights Agreement, which is included as Exhibit 4(b)-2 to the Form 8-A/A filed by
the Registrant with the Securities and Exchange Commission on March 22, 1996,
and the Second Amendment to Rights Agreement, which is included as Exhibit
4(b)-3 to this Form 8-A/A.
<PAGE> 5
ITEM 2. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit No. Exhibit Description Page No.
- ----------- ------------------- --------
<S> <C> <C>
4(b)-1 Rights Agreement dated as of March 11, 1996,
between Acme-Cleveland Corporation and Society
National Bank, Rights Agent *
4(b)-2 First Amendment to Rights Agreement dated as
of March 20, 1996, between Acme-Cleveland
Corporation and Society National Bank, Rights
Agent **
4(b)-3 Second Amendment to Rights Agreement dated
as of May 31, 1996, between Acme-Cleveland
Corporation and Society National Bank, Rights
Agent 7
<FN>
* Incorporated by reference to Exhibit 4(b) filed with the
Registrant's registration Statement on Form 8-A filed with the
Securities and Exchange Commission on March 13, 1996.
** Incorporated by reference to Exhibit 4(b)-2 filed with the
Registrant's registration Statement on Form 8-A filed with the
Securities and Exchange Commission on March 22, 1996.
</TABLE>
<PAGE> 6
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this amendment to be signed
on its behalf by the undersigned, thereto duly authorized.
ACME-CLEVELAND CORPORATION
Date: May 31, 1996 By: /s/ David L. Swift
--------------------------
Name: David L. Swift
Title: Chairman, President
and Chief Executive
Officer
<PAGE> 1
EXHIBIT 4(b)-3
SECOND AMENDMENT
TO
RIGHTS AGREEMENT
THIS SECOND AMENDMENT TO RIGHTS AGREEMENT (this
"Amendment") is entered into as of May 31, 1996, between Acme-Cleveland
Corporation, an Ohio corporation (the "Company), and Society National Bank, as
Rights Agent (the "Rights Agent"). This Amendment modifies and amends the Rights
Agreement, dated as of March 11, 1996, between the Company and the Rights Agent,
as amended by a First Amended to Rights Agreement, dated as of March 20, 1996
(as amended, the "Rights Agreement").
IN CONSIDERATION OF the premises and mutual agreements herein
set forth, the Company and the Rights Agent agree as follows:
1. AMENDMENT OF SECTION 1(a). Section 1(a) of the Rights
Agreement is amended in its entirety to read as follows:
(a) "Acquiring Person" shall mean any Person (as such term is
hereinafter defined) who or which, together with all Affiliates and Associates
(as such terms are hereinafter defined) of such Person, is the Beneficial Owner
(as such term is hereinafter defined) of a number of Common Shares which equals
or exceeds 15% of the number of Common Shares then outstanding, but shall not
include the Company, any subsidiary of the Company, any employee benefit plan or
employee stock ownership plan of the Company or of any subsidiary of the Company
or any person organized, appointed or established by the Company or any
subsidiary of the Company for or pursuant to the terms of any such plan.
Notwithstanding the foregoing, (i) no Person shall become an "Acquiring Person"
as the result of an acquisition of Common Shares by the Company which, by
reducing the number of shares outstanding, increases the proportionate number of
shares beneficially owned by such Person to 15% or more of the Common Shares of
the Company then outstanding; PROVIDED, HOWEVER, that if a Person shall become
the Beneficial Owner of 15% or more of the Common Shares of the Company then
outstanding by reason of share purchases by the Company and shall, after such
share purchases by the Company, become the Beneficial Owner of any additional
Common Shares of the Company, then such Person shall be deemed to be an
"Acquiring Person" and (ii) neither Danaher Corporation nor any of its
Affiliates or Associates shall become an "Acquiring Person" by reason of the
approval, execution, delivery, and performance of the Merger Agreement (as
defined in Section 1(p) and the consummation of the transaction contemplated
thereby, including the Offer (as defined in Section 1(q)).
<PAGE> 2
2. AMENDMENT OF SECTION 1(c). Section 1(c) of the Rights
Agreement is amended in its entirety to read as follows:
(c) A Person shall be deemed to be the "Beneficial Owner" of
and shall be deemed to "beneficially own" any securities:
(i) which such Person, or any of such Person's Affiliates or
Associates, beneficially owns, directly or indirectly;
(ii) which such Person or any of such Person's Affiliates
or Associates, directly or indirectly, has the right to acquire
(whether such right is exercisable immediately or only after the
passage of time) pursuant to any agreement, arrangement or
understanding (whether or not in writing), or upon the exercise of
conversion rights, exchange rights, rights, warrants or options, or
otherwise; PROVIDED, HOWEVER, that a Person shall not be deemed to be
the "Beneficial Owner" of or to "beneficially own" (1) securities
tendered pursuant to a tender offer made by such Person or any of such
Person's Affiliates or Associates until such tendered securities are
accepted for purchase, or (2) securities issuable upon exercise of
these Rights;
(iii) which such Person or any of such Person's Affiliates
or Associates, directly or indirectly, has the right to vote or
dispose of, pursuant to any agreement, arrangement or understanding
(whether or not in writing); PROVIDED, HOWEVER, that a Person shall not
be deemed to be the Beneficial Owner of or to "beneficially own" any
security under this subparagraph (iii) if the agreement, arrangement or
understanding to vote such security (A) arises solely from a revocable
proxy given in response to a public proxy or consent solicitation made
pursuant to, and in accordance with, the applicable rules and
regulations of the Exchange Act and (B) is not then reportable by such
Person on Schedule 13D under the Exchange Act (or any comparable or
successor report); or
(iv) which are beneficially owned, directly or indirectly,
by any other Person with which such Person or any of such Person's
Affiliates or Associates has any agreement, arrangement or
understanding (whether or not in writing) for the purpose of acquiring,
holding, voting (except pursuant to a
2
<PAGE> 3
revocable proxy as described in subparagraph (iii) of this paragraph
(c)) or disposing of any securities of the Company.
Notwithstanding any of the foregoing clauses (i), (ii), (iii) or (iv), neither
Danaher Corporation nor any of its Affiliates or Associates shall be deemed to
be the "Beneficial Owner" of or to "beneficially own" any securities by reason
of the approval, execution, delivery, and performance of the Merger Agreement
and the consummation of the transaction contemplated thereby, including the
Offer, so long as neither Danaher Corporation nor any of its Affiliates or
Associates is the Beneficial Owner of any Common Shares of the Company other
than (A) securities of the Company of which Danaher Corporation or any of its
Affiliates or Associates is or becomes the Beneficial Owner by reason of the
approval, execution, delivery, and performance of the Merger Agreement and the
consummation of the transaction contemplated thereby, including the Offer and
(B) securities of the Company Beneficially Owned by Danaher Corporation or its
Affiliates or Associates on May 31, 1996.
3. ADDITION OF SECTION 1(o). A new Section 1(o) is added to
the Rights Agreement, to read as follows:
(o) Danaher Corporation shall mean Danaher Corporation, a
Delaware corporation, and its successors.
4. ADDITION OF SECTION 1(p). A new Section 1(p) is added to
the Rights Agreement, to read as follows:
(p) The "Merger Agreement" shall mean the Agreement and Plan
of Merger, dated as of May 31, 1996, by and among the Company, Danaher
Corporation and WEC Acquisition Corporation, a Delaware corporation and a wholly
owned subsidiary of Danaher Corporation.
5. ADDITION OF SECTION 1(q). A new Section 1(q) is added to
the Rights Agreement, to read as follows:
(q) The "Offer" shall mean the tender offer contemplated by
Section 1.01(b) of the Merger Agreement.
6. AMENDMENT OF SECTION 7(a). Section 7(a) of the Rights
Agreement is amended in its entirety to read as follows:
"(a) Subject to Section 7(e) hereof, the registered holder of
any Right Certificate may exercise the Rights evidenced thereby (except
3
<PAGE> 4
as otherwise provided herein) in whole or in part at any time after the Shares
Acquisition Date upon surrender of the Right Certificate, with the form of
election to purchase on the reverse side thereof duly executed, to the Rights
Agent at its office in Cleveland, Ohio, together with payment of the aggregate
Purchase Price with respect to the total number of one one-hundredths of a
Series B Preferred Share (or the aggregate Exercise Price with respect to the
total number of Common Shares or other securities, cash or other assets, as the
case may be) as to which such surrendered Rights are then exercised, at or prior
to the earlier to occur of (i) the consummation of the Offer and acceptance for
payment of the Common Shares tendered pursuant to the Offer, or (ii) the close
of business on March 23, 2006 (the "Expiration Date").
7. ADDITION OF SECTION 33. A new Section 33 is added to the
Rights Agreement, to read as follows:
"Section 33. CERTAIN EVENTS. Notwithstanding any provision of
this Agreement to the contrary, none of Parent or any of its Affiliates or
Associates shall become an Acquiring Person and no Shares Acquisition Date or
Triggering Event shall be deemed to have occurred, soley be reason of the
execution, delivery, and performance of the Merger Agreement, the purchase of
Common Shares pursuant to the Offer, and the consummation of the Merger and
other transaction contemplated by the Merger Agreement, and, upon purchase of
Common Shares pursuant to the Offer, the Rights will no longer be outstanding,
and the former holders of the Rights will not have any claims or rights
thereunder.
8. EFFECTIVENESS. This Amendment shall be deemed to be in
force and effective as of the date hereof. Except as amended hereby, the
Rights Agreement shall remain in full force and effect and shall otherwise be
unaffected hereby.
9. MISCELLANEOUS.
(a) This Amendment shall be binding upon and shall inure to
the benefit of each of the parties and their respective successors and
assigns.
(b) Unless otherwise defined herein, each of the defined
terms used herein shall have the same meaning given to it in the Rights
Agreement.
(c) This Amendment shall be deemed to be a contract made
under the substantive laws of the State of Ohio and for all purposes
4
<PAGE> 5
shall be governed by and construed in accordance with the internal substantive
laws of the State of Ohio applicable to contracts to be made and performed
entirely within the State of Ohio.
[Signature Page Follows]
<PAGE> 6
IN WITNESS WHEREOF, the Company and the Rights Agent have caused this
Amendment to be duly executed as of the day and year first above written.
SOCIETY NATIONAL BANK ACME-CLEVELAND CORPORATION
By: /s/ Kathryn M. Gallagher By: /s/ David L. Swift
------------------------------- ----------------------------
Name: Kathryn M. Gallagher Name: David L. Swift
Title: Assistant Vice President Title: Chairman, President
and Chief Executive
Officer
