UNITED STATES
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): March 28, 1995
COLLINS INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Missouri
(State or other jurisdiction of incorporation)
0-12619 43-0985160
(Commission File Number) (IRS Employer Identification No.)
421 East 30th Avenue, Hutchinson, Kansas, 67502
(Address of principal executive offices) (Zip Code)
(316) 663-5551
Registrant's telephone number, including area code
N/A
(Former name or former address, if changed since last report)
Item 5. Other Events.
On March 28, 1995, the Board of Directors of Collins
Industries, Inc. (the "Company") declared a dividend distribution
(the "Rights Declaration Date") of one right (the "Rights") for
each outstanding share of Common Stock, $.10 par value per share
(the "Common Stock"), to stockholders of record at the close of
business on April 20, 1995 (the "Record Date"). Each Right
entitles the registered holder to purchase from the Company a
unit consisting of one one-hundredth of a share (a "Preferred
Stock Unit") of Series A Junior Participating Preferred Stock,
$1.00 par value per share (the "Preferred Stock") at a purchase
price of $7.44 per Preferred Stock Unit (the "Purchase Price")
subject to adjustment. The description and terms of the Rights
are set forth in a Rights Agreement (the "Rights Agreement")
between the Company and Mellon Bank, N.A., as rights agent (the
"Rights Agent").
Initially, the rights will be attached to all Common Stock
certificates representing shares then outstanding, and no separate
certificates for the Rights (the "Rights Certificates") will be
distributed. The rights will separate from the Common Stock and a
Distribution Date will occur upon the earliest of i) the 20th
business day after the date on which there is a public announcement
that any Person (as defined in the Rights Agreement) or a group of
affiliated or associated Persons (an "Acquiring Person"), has acquired,
or obtained the right to acquire, beneficial ownership of 20% or more
of the outstanding shares of Common Stock (the date of such
first public announcement, the "Stock Acquisition Date"), other than
such acquisition by the Company, any subsidiary of the Company, any
employee benefit plan of the Company or of any subsidiary of the
Company (an "Exempt Person"), ii) the 20th business day after the
date of commencement of a tender offer or an exchange offer by
any Person (other than an Exempt Person) for the Common Stock of
the Company if, upon consummation thereof, such Person would be
the beneficial owner of 20% or more of the outstanding shares of
Common Stock, or iii) the 20th business day after a Person is
declared to be an Adverse Person (as defined in the Rights
Agreement) by a majority of the Unaffiliated Directors (as
defined below) upon a determination that such Person has become
the beneficial owner of at least 10% of the Common Stock of the
Company and that (a) such Person intends to cause the Company to
repurchase his Common Stock or to pressure the Company into
taking action intended to provide him with short-term financial
gain under circumstances where the best long-term interests of
the Company and its stockholders would not be served or (b) such
Person's beneficial interest is likely to cause a material
adverse impact on the business or prospects of the Company; and
such determination is not withdrawn within 20 business days
following such declaration.
Until the Distribution Date, i) the Rights will be evidenced
by the Common Stock Certificates and will be transferred with and
only with such Common Stock Certificates, ii) new Common Stock
Certificates issued after the Record Date will contain a
notation incorporating the Rights Agreement by reference, and iii)
the surrender or transfer of any certificates for Common Stock
outstanding will also constitute the transfer of Rights
associated with the Common Stock represented by such certificate.
The Rights are not exercisable until the Distribution
Date and will expire at the close of business on April 1, 2005,
unless earlier redeemed by the Company as described below.
As soon as practicable after the Distribution Date,
Rights Certificates will be mailed to holders of record of the
Common Stock as of the close of business on the Distribution Date
and, thereafter, the separate Rights Certificates alone will
represent the Rights.
In the event that, anytime following the Rights Declaration
Date, (i) any Person, including affiliates and associates,
becomes the beneficial owner of 20% or more of the outstanding
shares of Common Stock (except pursuant to a cash tender offer or
certain exchange offers for all outstanding Common Stock at a
price and on terms determined by a majority of the Unaffiliated
Directors to be fair to and in the best interests of the Company
and its stockholders), (ii) the Company is the surviving
corporation in a merger with an Acquiring Person or an Adverse
Person and its Common Stock is not changed or exchanged, (iii)
during such time as there is an Acquiring Person, an event occurs
that results in such Acquiring Person's ownership interest being
increased by more than 1% (e.g., a reverse stock split), (iv) an
Acquiring Person or an Adverse Person engages in one or more
"self-dealing" transactions as set forth in the Rights Agreement,
or (v) any Person is declared to be an Adverse Person and such
declaration is not withdrawn during the period so provided for;
each holder of a Right will thereafter have a right to receive,
upon exercise, Preferred Stock Units (or, in certain
circumstances, Common Stock, cash, property or other securities
of the Company) having a value equal to twice the Purchase Price,
upon payment of the Purchase Price. However, the Rights are not
exercisable following the occurrence of any of the events set
forth above until such time as the Rights are no longer
redeemable by the Company as set forth below. Notwithstanding
any of the foregoing, following the occurrence of any of the
events set forth in this paragraph, all Rights that are, or
(under certain circumstances specified in the Rights Agreement)
were, beneficially owned by any Acquiring Person or Adverse
Person (or by certain affiliated or associated parties) will be
null and void.
For example, at a Purchase Price of $7.44 per Right,
each Right not owned by an Acquiring Person or an Adverse Person
(or by certain related parties) following an event set forth in
the preceding paragraph would entitle its holder, upon payment of
the $7.44 Purchase Price, to purchase such number of Preferred
Stock Units (or other consideration, as noted above) as equals
$14.88 divided by the current market price of the Common Stock
(as determined pursuant to the Rights Agreement). Assuming that
the Common Stock has a per share value of $2.50 at such time, the
holder of each exercisable Right would be entitled to purchase
5.95 Preferred Stock Units (5.95 one-hundredths of a share of
Preferred Stock) for $7.44.
In the event that, at any time on or following the Stock
Acquisition Date, (i) the Company is acquired in a merger, exchange
offer, or other business combination (other than in a transaction
with a Person who acquired shares pursuant to a cash tender offer
for all outstanding Common Stock, the price per share offered in
the transaction is not less than the tender offer price, and the
form of consideration is the same as that offered in the tender
offer) in which the Company is not the surviving corporation or
its Common Stock is changed or exchanged, or (ii) 50% or more of
the Company's assets or earning power is sold or transferred;
each holder of a Right (except Rights that previously have been
voided as set forth above) shall thereafter have the right to
receive, upon exercise, common stock of the acquiring Company
having a value equal to twice the Purchase Price of the Right,
upon payment of the Purchase Price. The events set forth in this
paragraph and in the second preceding paragraph are referred to
as the "Triggering Events."
The Purchase Price payable and the number of Preferred Stock
Units 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
Stock, (ii) if holders of the Preferred Stock are granted certain
rights or warrants to subscribe for Preferred Stock or
convertible securities at less than the current market price of
the Preferred Stock (as determined pursuant to the Rights
Agreement), or (iii) upon the distribution to holders of
Preferred Stock of evidences of indebtedness or assets (excluding
regular quarterly cash dividends) or of subscription rights or
warrants (other than those referred to above).
With certain exceptions, no adjustment in the Purchase
Price will be required until cumulative adjustments amount to at
least 1% of the Purchase Price. No fractional Preferred Stock
Units will be issued and, in lieu thereof, an adjustment in cash
will be made based on the market price of the Preferred Stock (as
determined pursuant to the Rights Agreement).
At any time until the earlier of the final Expiration
Date (as defined in the Rights Agreement) or until 20 business
days following the Stock Acquisition Date, the Company may redeem
the Rights in whole, but not in part, at a price of $.01 per
Right (payable in cash, Common Stock or other consideration
deemed appropriate by the Unaffiliated Directors). The decision
to redeem shall require the concurrence of a majority of the
Unaffiliated Directors. After the redemption period has expired,
the Company's right of redemption may be reinstated if an
Acquiring Person reduces its beneficial ownership to 10% or less
of the outstanding shares of Common Stock in a transaction or
series of transactions not involving the Company. The Rights
also shall be redeemable in whole, but not in part, during the
period commencing 20 business days following the Stock
Acquisition Date and terminating on the earlier of a Triggering
Event or the Final Expiration Date, with the approval of a
majority of the Unaffiliated Directors in connection with an
Extraordinary Transaction (as defined in the Rights Agreement).
Immediately upon the action of a majority of the Unaffiliated
Directors ordering redemption of the Rights, the Rights will
terminate and the only right of the holders of Rights will be to
receive the $.01 redemption price.
The term "Unaffiliated Directors" means any member of
the Board of Directors of the Company who was a member of such
Board prior to the date of the Rights Agreement and any person
who is subsequently elected to the Board of Directors of the
Company if such person is recommended or approved by a majority
of the Unaffiliated Directors, but shall not include an Acquiring
Person or an Adverse Person, or an affiliate or associate of an
Acquiring Person or Adverse Person, or any representative of the
foregoing entities.
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. While the distribution of the Rights will not be
taxable to stockholders or to the Company, stockholders,
depending upon the circumstances, may recognize taxable income in
the event that the Rights become exercisable for Preferred Stock
Units (or other consideration) or for common stock of the
acquiring Company as set forth above.
Other than those provisions relating to the principal
economic terms of the Rights, any of the provisions of the Rights
Agreement may be amended by a majority of the Unaffiliated
Directors prior to the Distribution Date. After the Distribution
Date, the provisions of the Rights Agreement may be amended by a
majority of the Unaffiliated Directors in order to cure any
ambiguity, to make changes that do not adversely affect the
interests of holders of Rights (excluding the interests of any
Acquiring Person or Adverse Rights (excluding the interests of
any Acquiring Person or Adverse Person), or to shorten or
lengthen any time period under the Rights Agreement; provided,
however, that no amendment to adjust the time period governing
redemption shall be made at such time as the Rights are not
redeemable.
Each share of Common Stock issued and outstanding on
the Record Date will receive one Right. Rights will be issued in
respect of all shares of Common Stock that are issued after the
Record Date but prior to the Expiration Date (as defined in the
Rights Agreement). Seven hundred fifty thousand shares of
Preferred Stock will be reserved for issuance upon exercise of
the Rights.
The Rights have certain antitakeover effects. The Rights will
cause substantial dilution of the person or group that attempts to
acquire the Company without conditioning the offer on a substantial
number of Rights being acquired. The Rights should not interfere
with any merger or other business combination approved by the
Board of Directors of the Company because a majority of the
Unaffiliated Directors may, at its option, at any time prior to the
close of business on the earlier of (i) the 20th business day
following the Distribution Date or (ii) April 1, 2005, redeem all,
but not less than all, of the then outstanding Rights at the
Redemption Price.
The form of Rights Agreement between the Company and
the Rights Agent specifying the terms of the Rights, which
includes as Exhibit B the form of Rights Certificate, has been
previously filed as Exhibit 1 to the Form 8-A filed by the
Company on March 30, 1995 and is incorporated herein by
reference. The Press Release announcing the declaration of the
Rights and a form of letter to the Company's shareholders,
relating to the adoption of the Rights Plan, are attached hereto
as Exhibits 2 and 3, respectively, and are incorporated herein in
their entireties by reference. The foregoing descriptions of the
Rights does not purport to be complete and is qualified in its
entirety by reference to such Exhibits.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit Description
1. Rights Agreement, dated as of March 28, 1995 between
Collins Industries, Inc. and Mellon Bank, N.A. which
includes as Exhibit B thereto the Form of Rights Certificate,
has been previously filed as Exhibit 1 to the Form 8-A filed
by the Company on March 30, 1995 and is incorporated
herein by reference. Pursuant to the Rights Agreement,
Rights Certificates will not be mailed until after the
earlier of one of the stated Distribution Dates
noted above.
2. Press release dated March 30, 1995.
3. Form of letter to the Company's shareholders.
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 hereunto duly authorized.
COLLINS INDUSTRIES, INC.
By:/s/ Donald Lynn Collins
Donald Lynn Collins
President, Chief Operating
Officer and Director
Date: March 28, 1995
EXHIBIT INDEX
Exhibit Description Page
1. Rights Agreement, dated as of March
28, 1995 between Collins Industries,
Inc. and Mellon Bank, N.A. which
includes as Exhibit B thereto the
Form of Rights Certificate, has been
previously filed as Exhibit 1 to the
Form 8-A filed by the Company on
March 30, 1995 and is incorporated
herein by reference. Pursuant to the
Rights Agreement, Rights Certificates
will not be mailed until after the
earlier of one of the stated
Distribution Dates noted above.
2. Press release dated March 30, 1995. 1
3. Form of letter to the Company's 4
shareholders.
EXHIBIT 2
FOR IMMEDIATE RELEASE
March 30, 1995
For Information Contact:
Larry W. Sayre,
Vice President-Finance and CFO
(316) 663-5551
COLLINS INDUSTRIES, INC.
ADOPTS STOCKHOLDERS RIGHTS PLAN
Hutchinson, Kansas, March 30, 1995 -- Collins Industries, Inc.
announced today that its Board of Directors has adopted a
stockholders rights plan designed to enhance the ability of all
of Collins' stockholders to realize the long-term value of their
investment in the corporation. The rights plan provides that one
junior preferred stock purchase right will be distributed as a
dividend on each outstanding share of common stock of the
corporation held as of the close of business on April 20, 1995.
The rights plan will deter coercive or unfair takeover tactics,
to prevent an acquiror from gaining control of Collins without
offering fair and equal treatment to all of Collins' stockholders
and will discourage anyone from attempting to "greenmail" the
corporation or to put the stock "into play."
This is of paramount importance to the Company because the Board
believes the market value of the Company's shares does not
currently reflect the full measure of the Company's intrinsic
value and its long-term potential.
Details of the stockholders rights plan will be summarized in a
letter that will be mailed on or before April 24, 1995, to all
stockholders of record as of April 20, 1995.
Don L. Collins, Chairman of the Board of Collins, stated: "The
Board believes that the rights plan will protect the interests of
stockholders in the event that Collins is confronted with coercive
or unfair takeover tactics, including (iii) offers that do not treat
all stockholders equally; (iv) the acquisition of shares constituting
control without offering fair value to all stockholders; and (v) other
coercive or unfair tactics that could impair the board's ability
to represent stockholders' interests fully."
Collins further stated: "The rights plan is not intended to
prevent an acquisition of the Company on terms that are favorable
and fair to all stockholders, or to prevent proxy contests, and
will not do so. However, the plan will deter any attempt to
acquire the corporation through use of abusive tactics that are
calculated to deprive the stockholders and their Board of
Directors of their ability to determine the corporation's
future."
Each right will entitle holders of Collins' common stock to
purchase one one-hundredth share of a new series of junior
participating preferred stock of the corporation at an exercise
price of $7.44. Each such fractional share of preferred stock is
equivalent in voting power to one share of Collins' common stock
and would be paid dividends equal to the dividend paid on each
share of common stock. However, following issuance and prior to
the exercise thereof, no dividends are payable with respect to
the rights. The rights will be exercisable only if a person or
group acquires beneficial ownership of twenty percent (20%) or
more of Collins' common shares, or announces a tender or exchange
offer upon consummation of which, such person or group would
beneficially own twenty percent (20%) or more of the common
shares, or if a person or group acquires beneficial ownership of
ten percent (10%) or more of the common shares and such person or
group is judged to be an "Adverse Person" by the Board of
Directors.
If any person or group becomes the beneficial owner of twenty
percent (20%) or more of Collins' common shares, effects certain
business combinations, or engages in certain "self-dealing"
transactions, each right, not owned by the person or group,
entitles its holder to receive, upon exercise, the previously
described fractional shares of Collins' junior participating
preferred stock (or in certain circumstances as determined by the
corporation, a combination of cash, property, common shares or
other securities) having a value equal to twice the right's
exercise price of $7.44, upon payment of the exercise price.
(For example: at a market price of $2.50 per common share, each
right would entitle its holder to purchase fractional shares of
the junior preferred stock equivalent in value and voting power
to approximately 5.95 shares of Collins' common stock.) For
purposes of determining the value of the junior preferred stock,
each one one-hundredth of a share shall be considered to be
equivalent in value to one share of Collins' common stock. In
addition, if the corporation is involved in a merger or business
combination transaction with another person in which the
corporation is not the surviving corporation, each right that has
not previously been exercised will entitle its holder to receive,
upon payment of the exercise price, common shares of such other
person having a value equal to twice the right's exercise price.
The corporation generally will be entitled to redeem the rights
at $.01 per right at any time until the 20th business day
following the announcement that a twenty percent (20%) ownership
position has been acquired.
Collins Industries, Inc. manufactures ambulances, small school
buses, commercial buses, terminal trucks and wheelchair lifts and
accessories for the handicapped. These accessories include power
seats and doors and wheelchair locks. The Company sells its
products to distributors and dealers throughout the United States
and, to a lesser extent, abroad.
Collins' common stock trades on the NASDAQ Stock Market under the
symbol COLL.
EXHIBIT 3
[Collins Industries, Inc. Letterhead]
April 20, 1995
To Our Stockholders:
Your Board of Directors has adopted a Stockholders
Rights Plan. The Plan provides for a dividend distribution of
one Preferred Stock Purchase Right for each share of common stock
that you own. Enclosed with this letter is a summary description
of the principal features of the Plan. This letter summarizes
the reasons for adopting the Plan.
The purpose of the Plan is to protect you, as a
stockholder, in the event of an unsolicited attempt to acquire
the Corporation. It is designed to deal with the very serious
problem of another person or corporation using abusive tactics to
deprive the Corporation's Board and its stockholders of any real
opportunity to determine the destiny of the Corporation.
Unsolicited take-over attempts frequently involve a gradual
accumulation of shares; a partial or two-tier tender offer that
does not treat all stockholders equally; a squeeze-out merger, or
other abusive take-over tactics. Your Board believes these
tactics are not in the best interests of stockholders because
they can unfairly pressure stockholders, squeeze them out of
their investment without giving them any real choice and deprive
them of the full value of their shares.
Over fifteen hundred public companies have adopted
Stockholders Rights Plans. We consider the Plan to be the best
available means of protecting your right to retain an equity
investment in the Corporation and obtain the full value of your
investment, while not foreclosing a fair acquisition bid for
Collins Industries, Inc. The Plan is not intended to prevent a
take-over of the Corporation or a proxy contest, and will not do
so. However, it should help deter any attempt to acquire the
Corporation in a manner or on terms the Board determines not to
be in the best interests of its stockholders.
Issuance of the Rights does not in any way weaken the
financial strength of the Corporation or interfere with its
business plans. The issuance of the Rights has no dilutive
effect; will not affect reported earnings per share; is not
taxable to the Corporation or to you; and will not change the way
in which you can presently trade the Corporation's shares. As
explained in detail in the enclosed Summary of Rights to Purchase
Preferred Stock, the Rights will only be exercisable if and when
a problem arises which they were created to address. They will
then operate to protect you against being deprived of your right
to share in the full measure of the Corporation's long-term
value.
The dividend distribution will be payable to
stockholders of record on April 20, 1995. No certificates
representing the Rights will be distributed initially, and the
Rights will trade with and be represented by the certificates for
the Corporation's common stock. The rights will expire on April
1, 2005, unless earlier redeemed.
Your Board believes that the Stockholders Rights Plan
represents a sound and reasonable means of addressing the complex
issues of corporate policy created by the possibility of a take-
over attempt. In adopting the Plan, we have expressed our
confidence in the future and our determination that you, as a
Collins Industries, Inc. stockholder, be given every opportunity
to participate in that future.
On behalf of the Board of
Directors,
___________________________________
