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 13, 1996
DeSoto, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State of incorporation)
1-1915 36-1899490
(Commission File Number No.) (I.R.S. Employer Identification
900 E. Washington Street, Joliet, Illinois 60433
(Address of Principal Executive Offices) (Zip Code)
815-727-4931
(Registrant's Telephone Number, Including Area Code)
PAGE 2
ITEM 5. Other Events
At a meeting on June 13, 1996, the Board of Directors of
DeSoto, Inc. (the "Company") adopted a resolution amending the
Rights Agreement dated as of February 20, 1989 between the
Company and Harris Trust and Savings Bank. The resolution is
attached hereto as Exhibit 4.
PAGE 3
SIGNATURES
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.
DeSOTO, INC.
(Registrant)
By: Anne E. Eisele
_____________________________
Anne E. Eisele
President and
Chief Financial Officer
July 10, 1996
Date
DeSOTO, INC.
EXHIBIT INDEX
Exhibit No.
4 Resolution adopted on June 13, 1996 by the
Board of Directors of the Company amending the
Rights Agreement dated as of February 20, 1989
between the Company and Harris Trust and
Savings Bank.
Exhibit 4
RESOLVED, that the Board of Directors of the Company does
not intend for the execution and performance of the Agreement and
Plan of Reorganization between the Company and Keystone
Consolidated Industries, Inc. ("Keystone"), the Voting Agreement
between Keystone and Coatings Group, Asgard Ltd. and certain
other stockholders, the Stockholders' Agreement among Keystone,
such stockholders and Contran Corporation, the Preferred
Stockholder Waiver and Consent Agreement between such
stockholders and Keystone, and the Warrant Conversion Agreement
between such stockholders and Keystone (collectively, the
"Keystone Merger Agreements") and the consummation of the
transaction contemplated thereby to result in any "Person"
becoming an "Acquiring Person" or a "Section 11(a)(ii) Event" or
a "Section 13 Event" as such terms are defined in the Rights
Agreement, dated as of February 20, 1989, between the Company and
Harris Trust and Savings Bank, as amended, and otherwise wishes
to facilitate such transactions and, therefore, such Rights
Agreement be, and hereby is amended by (i) deleting the
penultimate sentence of Section 27; and (ii) adding the following
after Section 33:
"Section 34 Keystone Merger. Notwithstanding anything in
this Agreement to the contrary, the execution and performance of
the Agreement and Plan of Reorganization between Keystone
Consolidated Industries, Inc. ("Keystone") and the Company (the
"Merger Agreement"), the Voting Agreement between Keystone and
Coatings Group, Inc., Asgard Ltd. and certain other stockholders,
the Stockholders' Agreement among Keystone, such stockholders and
Contran Corporation, the Preferred Stockholder Waiver and Consent
between such stockholders and Keystone, and the Warrant
Conversion Agreement between Keystone and such stockholders and
the consummation of the transactions contemplated thereby shall
not result in any Person becoming an Acquiring Person or the
occurrence of the Distribution Date or the occurrence of a
Section 11(a)(ii) Event or a Section 13 Event. In addition, upon
the occurrence of the Effective Time, as such term is defined in
the Merger Agreement, this Agreement shall terminate without
action by any Person and all outstanding Rights shall be null and
void."
