SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________
FORM 8-A/A
AMENDMENT NO. 5
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
DONALDSON COMPANY, INC.
(Exact name of registrant as specified in its charter)
Delaware 41-0222640
(State of incorporation or organization) (IRS Employer
Identification No.)
1400 West 94th Street, Minneapolis, Minnesota 55431
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of such class Name of each exchange on which
to be registered each class is to be registered
Preferred Stock Purchase Rights New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Item 1. Description of Securities to be Registered
On January 21, 1994, the Board of Directors of Donaldson
Company, Inc. (the "Company") declared a two-for-one stock
split in the form of a 100% stock dividend (the "stock split")
to be distributed April 6, 1994, to holders of the Registrant's
Common Stock ("Common Stock") of record at the close of
business on March 16, 1994. In accordance with the Stockholder
Rights Plan adopted by the Board of Directors on February 21,
1986, as amended, prior to the stock split, each share of
Common Stock was accompanied by one-third preferred stock
purchase right ("Right") and each whole Right had an exercise
price of $85 per one one-hundredth of a share of preferred
stock. To reflect the stock split, effective April 6, 1994,
the Rights associated with each share of Common Stock were
proportionately adjusted so that each share of Common Stock is
now accompanied by one-sixth of a Right and the exercise price
of each whole Right remains $85 per one one-hundredth of a
share of preferred stock.
SIGNATURE
Pursuant to the requirements 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.
DONALDSON COMPANY, INC.
Date: April 8, 1994 By: _________________________
Raymond F. Vodovnik
Vice President - Law and Secretary
