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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): January 28, 1999
Diebold, Incorporated
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(Exact name of registrant as specified in its charter)
Ohio 1-4879 34-0183970
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(State or other jurisdiction (Commission) (IRS Employer
of incorporation) File Number) Identification No.)
5995 Mayfair Road, P.O. Box 3077, 44720-8077
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North Canton, Ohio (Zip Code)
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(Address of principal executive offices)
Registrant's telephone number, including area code: (330)490-4000
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N/A
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
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On January 28, 1999, the Directors of Diebold, Incorporated (the
"Company") declared a dividend distribution of one right (a "Right") for each
Common Share, par value $1.25 per share (the "Common Shares"), of the Company
outstanding at the close of business on February 11, 1999 (the "Record Date"),
pursuant to the terms of a Rights Agreement, dated as of February 11, 1999 (the
"Rights Agreement"), between the Company and The Bank of New York, as Rights
Agent. The Rights Agreement also provides, subject to specified exceptions and
limitations, that Common Shares issued or delivered from the Company's treasury
after the Record Date will be entitled to and accompanied by Rights. The Rights
are in all respects subject to and governed by the provisions of the Rights
Agreement, a copy of which (including all exhibits thereto) is filed as Exhibit
4.1 to the Company's Registration Statement on Form 8-A dated February 2, 1999
and incorporated herein by this reference. A summary description of the Rights
is set forth in Exhibit C to the Rights Agreement.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
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(a) Financial Statements of Business Acquired: N/A
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(b) Pro Forma Financial Information: None
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(c) Exhibits:
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Exhibit
Number Exhibit
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4.1 Rights Agreement (including a Form of Certificate of
Adoption of Amendment as Exhibit A thereto, a Form of
Right Certificate as Exhibit B thereto and a Summary
of Rights to Purchase Preferred Stock as Exhibit C
thereto), incorporated by reference to Exhibit 4.1 to
the Company's Registration Statement on Form 8-A
filed February 2, 1999
99.1 Form of letter to stockholders, dated February, 1999,
incorporated by reference to Exhibit 99.1 to the
Company's Registration Statement on Form 8-A filed
February 2,1999
99.2 Press Release, dated January 28, 1999
2
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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, hereunto duly authorized.
DIEBOLD, INCORPORATED
By: /s/ Gerald F. Morris
Name: Gerald F. Morris
Title: Executive Vice President
and Chief Financial
Officer
Dated: February 2, 1999
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INDEX TO EXHIBITS
EXHIBIT
NUMBER Exhibit
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4.1 Rights Agreement (including a Form of Certificate of
Adoption of Amendment as Exhibit A thereto, a Form of
Right Certificate as Exhibit B thereto and a Summary of
Rights to Purchase Preferred Stock as Exhibit C
thereto), incorporated by reference to Exhibit 4.1 to
the Company's Registration Statement on Form 8-A filed
February 2, 1999
99.1 Form of letter to stockholders, dated February, 1999,
incorporated by reference to Exhibit 99.1 to the
Company's Registration Statement on Form 8-A filed
February 2,1999
99.2 Press Release, dated January 28,1999
4
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Exhibit 99.2
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For Immediate
Release: January 28, 1999
DIEBOLD ANNOUNCES SHAREHOLDER RIGHTS PLAN
Investor Contact:
Sandy Upperman
+1 330 490 3767
[email protected]
NORTH CANTON, Ohio -- Diebold, Incorporated (NYSE: DBD)
today announced a board action adopting a shareholder rights
plan that provides for rights to be issued to shareholders of
record on February 11, 1999. The new plan replaces Diebold's
existing rights plan that will expire on February 10, 1999.
"This action was taken after long and careful study,"
said Robert W. Mahoney, chairman, president and chief executive
officer. "Like the company's existing rights plan, the new plan
is intended to protect the company and its shareholders from
potentially coercive takeover practices or takeover bids that
are inconsistent with the interests of the company and its
other constituents."
Under the plan, the rights will initially trade
together with the common stock and will not be exercisable. In
the absence of further board action, the rights generally will
become exercisable and allow the holder to acquire common stock
at a discounted price if a person or group acquires 20 percent
or more of the outstanding shares of Diebold's common stock.
Rights held by persons who exceed the applicable threshold will
be void. In certain circumstances, the rights will entitle the
holder to buy shares in an acquiring entity at a discounted
price.
The plan also includes an exchange option. In general,
after the rights become exercisable, the Board of Directors
may, at its option, effect an exchange of part or all of the
rights - other than rights that have become void - for shares
of Diebold's common stock. Under this option, Diebold would
issue one share of common stock for each right, subject to
adjustment in certain circumstances.
Diebold's Board of Directors may, at its option, redeem
all rights for $.01 per right, generally at any time prior to
the rights becoming exercisable. The rights will expire on
February 11, 2009, unless earlier redeemed, exchanged or
amended by the Board of Directors.
The issuance of the rights is not a taxable event, will
not affect Diebold's reported financial condition or results of
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operations (including earnings per share) and will not change
the way in which Diebold's common stock is currently traded.
Diebold, Incorporated is the global leader in providing
integrated delivery systems and services. Founded in 1859, the
company employs more than 6,000 associates in some 120
locations worldwide with headquarters in Canton, Ohio, USA.
Diebold reported revenues of US$1.2 billion in 1998 and is
publicly traded on the New York Stock Exchange under the symbol
'DBD.' For more information, visit the company's Web site at
www.diebold.com.
