SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
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 (IRS Employer
organization) 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:
Name of each exchange on
Title of each class which each class is to be
to be so registered 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 Registrant's Securities to be Registered
On January 12, 1996, the Board of Directors of Donaldson Company, Inc.,
a Delaware corporation (the "Company"), declared a dividend of one right (a
"Right") for each outstanding share of Common Stock, $5.00 par value, of the
Company (the "Common Stock"). The dividend is payable on March 4, 1996 (the
"Record Date") to stockholders of record at the close of business on the Record
Date. The Board of Directors of the Company also authorized the issuance of one
Right for each share of Common Stock issued after the Record Date and prior to
the earliest of the Distribution Date (as defined below), the redemption of the
Rights and the expiration of the Rights. Except as set forth below and subject
to adjustment as provided in the Rights Agreement (as defined below), each Right
entitles the registered holder to purchase from the Company one one-thousandth
of a share of Series A Junior Participating Preferred Stock (the "Preferred
Stock") of the Company, at an exercise price of $130.00 per Right (the "Purchase
Price"). The description and terms of the Rights are set forth in a Rights
Agreement, dated as of January 12, 1996 (the "Rights Agreement"), between the
Company and Norwest Bank Minnesota, National Association, as Rights Agent (the
"Rights Agent").
Upon payment of the dividend on March 4, 1996, the Rights will attach
to all Common Stock certificates representing shares outstanding, and no
separate Rights Certificates (as defined below) will be distributed. The Rights
will separate from the Common Stock upon the earlier of (i) the close of
business on the tenth day after the date of public disclosure that a person or
group (an "Acquiring Person"), together with persons affiliated or associated
with it, has acquired, or obtained the right to acquire, beneficial ownership of
15% or more of the outstanding Common Stock (the "Stock Acquisition Date") and
(ii) the close of business on the tenth business day (as such date may be
extended by the Board of Directors of the Company) after the first date of the
commencement or disclosure of an intention to commence a tender offer or
exchange offer by a person and certain related entities if, upon consummation of
the offer, such person or group, together with persons affiliated or associated
with it, could acquire beneficial ownership of 15% or more of the outstanding
Common Stock (the earlier of such dates being called the "Distribution Date").
Until the Distribution Date (or earlier redemption or expiration of the Rights),
the Rights will be transferable with and only with the Common Stock (except in
connection with redemption of the Rights). Until the Distribution Date (or
earlier redemption or expiration of the Rights), new Common Stock certificates
issued after the Record Date upon transfer, replacement or new issuance of
Common Stock will contain a notation incorporating the Rights Agreement by
reference. Until the Distribution Date (or earlier redemption or expiration of
the Rights), the surrender for transfer of any certificates for Common Stock
will also constitute the transfer of the Rights associated with the Common Stock
represented by such certificate.
As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights ("Rights Certificates") will be mailed to
holders of record of the Common Stock as of the close of business on the
Distribution Date. From and after the Distribution Date, such separate Rights
Certificates alone will evidence the Rights.
The Rights will first become exercisable on the Distribution Date
(unless earlier redeemed). The Rights will expire at the close of business on
March 3, 2006 (the "Expiration Date"), unless earlier redeemed by the Company as
described below. At no time will the Rights have any voting power.
The Purchase Price is subject to adjustment from time to time to
prevent dilution upon the (i) declaration of a dividend on the Preferred Stock
payable in shares of Preferred Stock, (ii) subdivision of the outstanding
Preferred Stock, (iii) combination of the outstanding Preferred Stock into a
smaller number of shares, (iv) issuance of any shares of the Company's capital
stock in a reclassification of the Preferred Stock (including any such
reclassification in connection with a consolidation or merger in which the
Company is the continuing or surviving corporation), (v) grant to holders of the
Preferred Stock of certain rights, options, or warrants to subscribe for
Preferred Stock or securities convertible into Preferred Stock at less than the
current market price of the Preferred Stock, or (vi) distribution to holders of
the Preferred Stock of other evidences of indebtedness, cash (other than a
regular quarterly cash dividend payable out of the earnings or retained earnings
of the Company), subscription rights, warrants, or assets (other than a dividend
payable in Preferred Stock, but including any dividend payable in stock other
than Preferred Stock).
If any person shall become an Acquiring Person (except (i) pursuant to
an offer for all outstanding shares of Common Stock which the independent
directors determine to be fair to and otherwise in the best interest of the
Company and its shareholders after receiving advice from one or more investment
banking firms (a "Qualifying Offer") and (ii) for certain persons who report
their ownership on Schedule 13G under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), or on Schedule 13D under the Exchange Act,
provided that they do not state any intention to, or reserve the right to,
control or influence the Company and such persons certify that they became an
Acquiring Person inadvertently and they agree that they will not acquire any
additional shares of the Company's common stock) (such event is referred to
herein as a "Triggering Event"), then the Rights will "flip-in" and entitle each
holder of a Right, except as provided below, to purchase, upon exercise at the
then-current Purchase Price, that number of shares of Common Stock having a
market value of two times such Purchase Price.
Any Rights beneficially owned at any time on or after the earlier of
the Distribution Date and the Stock Acquisition Date by an Acquiring Person or
an affiliate or associate of an Acquiring Person (whether or not such ownership
is subsequently transferred) will become null and void upon the occurrence of a
Triggering Event, and any holder of such Rights will have no right to exercise
such Rights.
In the event that, following a Triggering Event, the Company is
acquired in a merger or other business combination in which the Common Stock
does not remain outstanding or is changed (other than a merger consummated
pursuant to a Qualifying Offer) or 50% of the assets or earning power of the
Company and its Subsidiaries (as defined in the Rights Agreement)(taken as a
whole) is sold or otherwise transferred to any person (other than the Company or
any Subsidiary of the Company) in one transaction or a series of related
transactions, the Rights will "flip-over" and entitle each holder of a Right to
purchase, upon the exercise of the Right at the then-current Purchase Price,
that number of shares of common stock of the acquiring company (or, in certain
circumstances, one of its affiliates) which at the time of such transaction
would have a market value of two times such Purchase Price.
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price.
At any time prior to the earlier of (i) ten days following the Stock
Acquisition Date, and (ii) the Expiration Date, the Company may redeem the
Rights in whole, but not in part, at a price of $.01 per Right, subject to
adjustment. The Company may, at its option, pay the redemption price in cash,
shares of Common Stock (based on the current market price of the Common Stock at
the time of redemption) or any other form of consideration deemed appropriate by
the Board of Directors of the Company. Immediately upon the action of the
Company's Board of Directors electing to redeem the Rights, the right to
exercise the Rights will terminate and the only right of the holders of Rights
thereafter will be to receive the applicable redemption price. In addition, the
Rights may be exchanged, in whole or in part, for shares of the Common Stock, or
shares of preferred stock of the Company having essentially the same value or
economic rights as such shares. Immediately upon the action of the Board of
Directors of the Company authorizing any such exchange, and without any further
action or any notice, the Rights (other than Rights which are not subject to
such exchange) will terminate and the Rights will only enable holders to receive
the shares issuable upon such exchange.
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 or distributions.
At any time prior to the Distribution Date, the Company may, without
the approval of any holder of the Rights, supplement or amend any provision of
the Rights Agreement. Thereafter, the Rights Agreement may be amended only to
cure ambiguities, to correct inconsistent provisions, to shorten or lengthen any
time period thereunder or in ways that do not adversely affect the Rights
holders. From and after the Distribution Date, the Rights Agreement may not be
amended to lengthen (A) a time period relating to when the Rights may be
redeemed at such time as the Rights are not then redeemable, or (B) any other
time period unless such lengthening is for the purpose of protecting, enhancing
or clarifying the rights of, and/or the benefits to, the holders of Rights
(other than an Acquiring Person).
The Rights have certain anti-takeover effects. The Rights may cause
substantial dilution to a person or group that attempts to acquire the Company
on terms not approved by the Company's Board of Directors. The Rights should not
interfere with any merger or other business combination approved by the
Company's Board of Directors prior to the time a person or group has acquired
beneficial ownership of 15% or more of the Common Stock, because until such time
the Rights may be redeemed by the Company.
The foregoing summary description of the Rights does not purport to be
complete and is qualified in its entirety by reference to the Rights Agreement,
a copy of which is incorporated by reference as Exhibit 4.1 to this Registration
Statement. Copies of the Rights Agreement will be available free of charge from
the Company.
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
DONALDSON COMPANY, INC.
By: /s/Raymond F. Vodovnik
Name: Raymond F. Vodovnik
Title: Vice President - Law
and Secretary
Date: February 27, 1996
EXHIBIT INDEX
EXHIBIT PAGE
4.1. Rights Agreement, dated as of January 12, 1996, between Donaldson
Company, Inc. and Norwest Bank Minnesota, National Association, as
Rights Agent, which includes as Exhibit A the Certificate of
Designation, Preferences and Rights of the Series A Junior
Participating Preferred Stock and as Exhibit B the form of Rights
Certificate (incorporated by reference to the Company's Current
Report on Form 8-K, dated January 12, 1996).
