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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): JUNE 30, 1998
BMC INDUSTRIES, INC.
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(Exact name of registrant as specified in its charter)
MINNESOTA 1-8467 41-0169210
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(State of Incorporation) (Commission File Number) (I.R.S. Employer
Identification No.)
ONE MERIDIAN CROSSINGS, SUITE 850
MINNEAPOLIS, MINNESOTA 55423
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(Address of principal executive offices) (Zip Code)
(612) 851-6000
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(Registrant's telephone number)
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Item 5. OTHER EVENTS.
On June 30, 1998, the Board of Directors of BMC Industries, Inc. (the
"Company"), declared a dividend of one preferred share purchase right (a
"Right") for each outstanding share of voting common stock (the "Common Shares")
of the Company. The dividend is payable on July 20, 1998 (the "Record Date") to
shareholders of record on that date.
Each Right entitles the registered holder to purchase from the Company
one five-hundredth of a Series A Junior Participating Preferred Share, $.01 par
value per share (the "Preferred Shares") of the Company at a price of $75 per
one five-hundredth of a Preferred Share (the "Purchase Price"), subject to
adjustment. The description and terms of the Rights are set forth in a Rights
Agreement (the "Rights Agreement"), dated as of June 30, 1998, between the
Company and Norwest Bank Minnesota, National Association, as Rights Agent (the
"Rights Agent").
Initially, the Rights will attach to all certificates representing
Common Shares then outstanding and no separate Right Certificates will be
distributed. The Rights will separate from the Common Shares and a Distribution
Date for the Rights will occur, subject to certain exceptions, upon the earlier
of:
(i) the close of business on the fifteenth day following a
public announcement that a person or group of affiliated or associated persons
has become an "Acquiring Person" (i.e., has become, subject to certain
exceptions, the beneficial owner of 15% or more of the outstanding Common
Shares), or
(ii) the close of business on the fifteenth day following the
commencement or public announcement of a tender offer or exchange offer the
consummation of which would result in a person or group of affiliated or
associated persons becoming, subject to certain exceptions, the beneficial owner
of 15% or more of the outstanding Common Shares (or such later date as may be
determined by the Board of Directors of the Company prior to a person or group
of affiliated or associated persons becoming an Acquiring Person).
Until the Distribution Date,
(i) the Rights will be evidenced by the Common Share
certificates and will be transferred with and only with the Common Shares,
(ii) 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, and
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(iii) the surrender for transfer of any Common Share certificate,
even without such notation or 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 certificate.
As promptly as practicable following the Distribution 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
Distribution Date and such separate Right Certificates alone will evidence the
Rights.
The Rights are not exercisable until the Distribution Date. The
Rights will expire on July 20, 2008, unless extended or earlier redeemed or
exchanged by the Company as described below.
The Purchase 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) upon the grant to holders of the Preferred Shares of certain
rights, options or warrants to subscribe for or purchase Preferred Shares or
convertible securities at less than the then current market price of the
Preferred Shares, or
(iii) upon the distribution to holders of the Preferred Shares of
evidences of indebtedness or assets (excluding regular periodic cash dividends
or dividends payable in Preferred Shares) or of subscription rights or warrants
(other than those described in clause (ii) hereof).
The number of Preferred Shares issuable upon the exercise of a Right is also
subject to adjustment in the event of a dividend on Common Shares payable in
Common Shares, or a subdivision, combination or consolidation of the Common
Shares.
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
the Purchase Price. No fractional Preferred Shares will be issued (other than
fractional shares which are integral multiples of one five-hundredth (subject to
adjustment) of a Preferred Share, which may, at the election of the Company, be
evidenced by depositary receipts) if in lieu thereof a payment in cash is made
based on the closing price (pro-rated for the fraction) of the Preferred Shares
on the last trading date prior to the date of exercise.
In the event that any person or group of affiliated or associated
persons becomes an Acquiring Person (unless such person first becomes an
Acquiring Person pursuant to a
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tender offer or exchange offer for all outstanding Common Shares at a price and
on terms determined by the Board of Directors of the Company (prior to any
change in control of the Board of Directors) to be fair to the shareholders and
otherwise in the best interests of the Company and its shareholders and which
the Board of Directors recommends to the shareholders), proper provision shall
be made so that each holder of a Right, other than Rights that are or were
beneficially owned by the Acquiring Person (which will thereafter be void), will
thereafter have the right to receive upon exercise thereof at the then current
exercise price of the Right that number of Common Shares having a market value
of two times the exercise price of the Right, subject to certain possible
adjustments.
In the event that, after the Distribution Date or within 15 days prior
thereto, the Company is acquired in certain mergers or other business
combination transactions (other than a transaction for at least the same
per-share consideration with a person who acquired Common Shares through a
tender offer or exchange offer for all outstanding Common Shares approved by the
Board of Directors in accordance with the preceding paragraph or any wholly
owned subsidiary of any such person) or 50% or more of the assets or earning
power of the Company and its subsidiaries (taken as a whole) are sold after the
Distribution Date or within 15 days prior thereto in one or a series of related
transactions, each holder of a Right (other than Rights which have become void
under the terms of the Rights Agreement) will thereafter have the right to
receive, upon exercise thereof at the then current exercise price of the Right,
that number of common shares of the acquiring company (or, in certain cases, one
of its affiliates) having a market value of two times the exercise price of the
Right.
In certain events specified in the Rights Agreement, the Company is
permitted to temporarily suspend the exercisability of the Rights.
At any time after a person or group of affiliated or associated
persons becomes an Acquiring Person (subject to certain exceptions) and prior to
the acquisition by a person or group of affiliated or associated persons of 50%
or more of the outstanding Common Shares, the Board of Directors of the Company
may exchange all or part of the Rights (other than Rights which have become void
under the terms of the Rights Agreement) for Common Shares or equivalent
securities at an exchange ratio per Right equal to the result obtained by
dividing the exercise price of a Right by the current per share market price of
the Common Shares, subject to adjustment.
At any time prior to the close of business on the twentieth day after
a public announcement that a person or group of affiliated or associated persons
has become an Acquiring Person, the Board of Directors of the Company may redeem
the Rights in whole, but not in part, at a price of $.001 per Right, subject to
adjustment (the "Redemption Price"), payable in cash; provided, however, that
such redemption may occur after any person becomes an Acquiring Person only if
there has not been a change in control of the Board of Directors of the Company.
The period of time during which the Rights may be redeemed may be extended by
the Board of Directors of the Company if no such change of control has occurred
or if no
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person has become an Acquiring Person. The redemption of the Rights may be made
effective at such time, on such basis and with such conditions as the Board of
Directors in its sole discretion may establish. The Board of Directors and the
Company shall not have any liability to any person as a result of the redemption
or exchange of the Rights pursuant to the provisions of the Rights Agreement.
The Rights are not exercisable for Common Shares or Preferred Shares, and the
Distribution Date shall not occur, until the Company's right to redeem the
Rights shall have expired.
The terms of the Rights may be amended by the Board of Directors of
the Company, subject to certain limitations after the Distribution Date, without
the consent of the holders of the Rights, including an amendment prior to the
date a person or group of affiliated or associated persons becomes an Acquiring
Person to lower the 15% threshold for exercisability of the Rights to not less
than the greater of (i) the sum of .001% and the largest percentage of the
outstanding Common Shares then known by the Company to be beneficially owned by
any person or group of affiliated or associated persons (subject to certain
exceptions) or (ii) 10%.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company, including, without limitation, the right
to vote or to receive dividends.
A copy of the Rights Agreement has been filed with the Securities and
Exchange Commission as an Exhibit to a Registration Statement on Form 8-A dated
July 14, 1998. A copy of the Rights Agreement is available free of charge from
the Company by contacting the Secretary at One Meridian Crossings, Suite 850,
Minneapolis, Minnesota 55423. 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 hereby incorporated herein by reference.
Item 7. EXHIBITS.
4 Form of Share Rights Agreement, dated as of June 30, 1998 between BMC
Industries, Inc., and Norwest Bank Minnesota, National Association, as
Rights Agent (incorporated by reference to Exhibit 1 to the Company's
Registration Statement on Form 8-A, dated July 14, 1998).
99 Press Release dated June 30, 1998.
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SIGNATURE
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, thereunto duly authorized.
BMC INDUSTRIES, INC.
Date: July 13, 1998 By: /s/ Jon A. Dobson
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Its: General Counsel and Secretary
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EXHIBIT 99
Contact: Jeffrey J. Hattara (NYSE-BMC)
(612) 851-6030 FOR IMMEDIATE RELEASE
BMC INDUSTRIES, INC. ADOPTS SHARE RIGHTS PLAN
June 30, 1998 -- Minneapolis, Minnesota - The Board of Directors of BMC
Industries, Inc., today announced it has adopted a Share Rights Plan.
Under the Plan, the Board of Directors has declared a dividend distribution of
one Preferred Share Purchase Right on each outstanding share of BMC's Common
Stock held by shareholders of record as of the close of business on July 20,
1998. The Rights will expire on July 20, 2008.
The Share Rights Plan is intended to increase the likelihood that the Company's
shareholders will realize the long-term value of their investment, and that all
shareholders will receive fair and equal treatment in the event of a takeover
attempt of the Company. The Rights Plan was not adopted in response to any
current takeover approach or similar development.
The Rights will generally become exercisable after any person or group acquires
beneficial ownership of 15 percent or more of the Company's Common Stock or
announces a tender or exchange offer that would result in that person or group
beneficially owning 15 percent or more of the Company's Common Stock. Each
Right will entitle shareholders to buy one five-hundredth of a share of a newly
created series of preferred stock at an exercise price of $75 (subject to
adjustment) upon certain events.
If any person or group becomes owner of 15 percent or more of the Company's
Common Stock, each Right will entitle its holder (other than such person or
member of such group) to purchase, at the Right's then-current exercise price,
shares of the Company's Common Stock having a value of twice the Right's
then-current exercise price (subject to possible adjustments).
In addition, if the Company is acquired in a merger or other business
combination transaction, or sells 50 percent or more of its assets or earnings
power, each Right will generally entitle its holder to purchase, at the Right's
then-current exercise price, common shares of the acquiring company having a
market value of twice the Right's then-current exercise price.
In certain circumstances, the Company may exchange the Rights for shares of its
Common Stock, delay or temporarily suspend the exercisability of the Rights or
reduce the 15 percent stock ownership threshold to not less than 10 percent.
At the option of the Board of Directors, the Company may redeem the Rights at
$.001 per Right
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BMC Adopts Shareholder Rights Plan - page 2
at any time prior to the public announcement that a 15 percent or more position
has been acquired and, unless there has been a change in control of the Board,
during the 20 day period thereafter (subject to possible extension).
Further details of the Share Rights Plan will be outlined in a letter that will
be mailed to all shareholders of record as of July 20, 1998.
BMC Industries, Inc. is one of the world's largest manufacturers of aperture
masks for color picture tubes used in televisions and computer monitors. The
Company is also a leading producer of polycarbonate, glass and plastic eyewear
lenses. BMC's common stock is traded on the New York Stock Exchange under the
symbol BMC.
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