SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Durco International Inc.
(to be renamed Flowserve Corporation)
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(Exact name of registrant as specified in its charter)
New York 31-0267900
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(State of incorporation (I.R.S. Employer Identification No.)
or organization)
3100 Research Boulevard, Dayton, Ohio 45420
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which each class
to be so registered is to be registered
Series A Junior Participating New York Stock Exchange
Preferred Stock Purchase
Rights
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If this Form relates to the registration of a class of
debt securities and is effective upon filing pursuant to
General Instruction A.(c)(1), please check the following box. [ ]
If this Form relates to the registration of a class of
debt securities and is to become effective simultaneously with
the effectiveness of a concurrent registration statement under
the Securities Act of 1933 pursuant to General Instruction
A.(c)(2), please check the following box. [ ]
Securities to be registered pursuant to Section 12(g) of
the Act:
None
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(Title of Class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
Description of Registrant's Securities to be Registered.
On August 1, 1986, the Board of Directors of Durco International
Inc. (then known as The Duriron Company, Inc.) (the "Company")
declared a dividend distribution of one Preferred Stock Purchase Right
for each outstanding share of Common Stock of $1.25 par value ("Common
Stock") of the Company. Each Right entitles the registered holder to
purchase from the Company one one- hundredth (1/100) of a share of
Series A Junior Participating Preferred Stock, $1.00 par value, of the
Company ("Series A Preferred Stock"), at a price of $90.00 per
one-hundredth (1/100) of a share ("Purchase Price"). The description
and terms of the Rights are set forth in a Rights Agreement dated
August 1, 1986 between the Company and Bank One, Dayton, N.A., as
amended by the Amendment to Rights Agreement dated August 1, 1996
("the Rights Agreement") between the Company and Keybank National
Association, as Rights Agent ("Rights Agent").
Until the close of business on the earlier of (i) the tenth day
after a public announcement that a person or group of affiliated or
associated persons ("Acquiring Person"), other than the Company, any
subsidiary of the Company or any employee benefit plan, employee stock
plan or dividend reinvestment plan of the Company or of any subsidiary
of the Company ("Exempt Person"), has acquired, or obtained the right
to acquire, beneficial ownership of securities of the Company
representing 20% or more of the outstanding Common Stock of the
Company (the "Stock Acquisition Date") or (ii) the tenth day after the
commencement of, or public announcement of an intention to make, a
tender or exchange offer (other
<PAGE>
than a tender or exchange offer by an Exempt Person) the consummation
of which would result in the ownership of 30% or more of the
outstanding Common Stock (the earlier of such dates being called the
"Distribution Date"), the Rights will be evidenced, with respect to
any of the Common Stock certificates outstanding as of August 13,
1986, by such Common Stock certificate with a copy of the Summary of
Rights attached thereto. The Rights Agreement provides that, until the
Distribution Date (or earlier redemption or expiration of the Rights),
the Rights will be represented by and transferred with, and only with,
the Common Stock. Until the Distribution Date (or earlier redemption
or expiration of the Rights), new certificates issued for Common Stock
(including, without limitation, certificates issued upon transfer or
exchange of Common Stock) after August 13, 1986 will contain a legend
incorporating the Rights Agreement by reference. Until the
Distribution Date (or earlier redemption or expiration of the Rights),
new certificates issued for Common Stock (including, without
limitation, certificates issued upon transfer or exchange of Common
Stock) after August 13, 1986 will contain a legend incorporating the
Rights Agreement by reference. Until the Distribution Date (or earlier
redemption or expiration of the Rights), the surrender for transfer of
any of the Company's Common Stock certificates with or without the
aforesaid legend or a copy of the Summary of Rights attached thereto,
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 ("Right Certificates") will be mailed to holders of record of
the Company's Common Stock as of the close of business on the
Distribution Date and such
<PAGE>
separate certificates alone will evidence the Rights from and
after the Distribution Date.
The Rights are not exercisable until the Distribution Date. The
Rights will expire at the close of business on August 13, 2006, unless
earlier redeemed by the Company as described below.
The Series A Preferred Stock will be nonredeemable and, unless
otherwise provided in connection with the creation of a subsequent
series of preferred stock, subordinate to any other series of the
Company's preferred stock. Series A Preferred Stock may not be issued
except upon exercise of Rights. Each share of Series A Preferred Stock
will be entitled to receive when, as and if declared, a quarterly
dividend in an amount equal to the greater of $14.00 per share or 100
times the cash dividends declared on the Company's Common Stock. In
addition, the Series A Preferred Stock is entitled to 100 times the
cash dividends declared on the Company's Common Stock. In addition,
the Series A Preferred Stock is entitled to 100 times any non-cash
dividends (other than dividends payable in equity securities) declared
on the Common Stock, in like kind. In the event of liquidation, the
holders of the Series A Preferred Stock will be entitled to receive a
liquidation payment in an amount equal to the greater of $3,000 per
share or 100 times the payment made per share of Common Stock. Each
share of Series A Preferred Stock will have 100 votes, voting together
with the Common Stock. In the event of any merger, consolidation or
other transaction in which common shares are exchanged, each share of
Series A Preferred Stock will be entitled to receive 100 times the
amount received per share of Common Stock. The rights of the Series A
Preferred Stock as to dividends, liquidation and
<PAGE>
voting are protected by antidilution provisions. Whenever there
are arrearages in dividend payments on the Series A Preferred Stock,
or any shares of stock ranking on a parity with the Series A Preferred
Stock, the Company shall not purchase any shares of Series A Preferred
Stock, except in accordance with a purchase offer made in writing or
by publication, to all holders of such shares as the Board of
Directors shall determine will result in fair treatment among the
respective series or classes.
The number of shares of Series A Preferred Stock issuable upon
exercise of the Rights and the Purchase Price are subject to certain
adjustments from time to time in the event of a stock dividend on, or
a subdivision or combination of, the Common Stock. The Purchase Price
is subject to adjustment in the event of extraordinary distributions
of cash or other property to holders of Common Stock. The number of
shares of Series A Preferred Stock issuable upon exercise of the
Rights and the Purchase Price are also subject to adjustment from time
to time in the event of a combination, consolidation or
reclassification of the Series A Preferred Stock.
Unless the Rights are earlier redeemed, in the event that, after
the Rights have become exercisable, the Company were to be acquired in
a merger or other business combination (in which any shares of the
Company's Common Stock are changed into or exchanged for other
securities or assets) or more than 50% of the assets or earning power
of the Company and its subsidiaries (taken as a whole) were to be sold
or transferred in one or a series of related transactions, the Rights
Agreement provides that proper provision will be made so that each
holder of record of a Right will from and after such date have the
right to receive, upon payment of the Purchase Price,
<PAGE>
that number of shares of common stock of the acquiring company
having a market value at the time of such transaction equal to
two times the Purchase Price.
In the event any Acquiring Person, directly or indirectly, (1)
merges into the Company or otherwise combines with the Company in a
transaction in which the Company is the continuing or surviving
corporation of such merger or combination and the Common Stock of the
Company remains outstanding and no shares thereof shall be changed
into or exchangeable for Stock or other securities of any other person
or of the Company or cash or any other property, (2) transfers, in one
or more transactions, any assets to the Company in exchange for
capital stock of the Company or for securities exercisable for or
convertible into capital stock of the Company or otherwise obtains
from the Company with or without consideration, any capital stock of
the Company or securities exercisable for or convertible into capital
stock of the Company (other than as part of a pro rata offer or
distribution to all holders of such Stock), (3) sells, purchases,
leases, exchanges, mortgages, pledges, transfers or otherwise disposes
(in one or more transactions) to, from or with the Company or any of
its subsidiaries, as the case may be, assets on terms and conditions
less favorable to the Company or such subsidiaries than the Company or
such subsidiaries would be able to obtain in arm's-length negotiation
with an unaffiliated third party, (4) receives any compensation from
the Company or any of the Company's subsidiaries for services other
than compensation for employment as a regular or part-time employee or
fees for serving as a director at rates in accordance with the
Company's (or its subsidiaries') past practice, or (5) receives the
benefit (except proportionately as a
<PAGE>
shareholder) of any loans, advances, guarantees, pledges or other
financial assistance on terms and conditions less favorable to the
Company or such subsidiaries than the Company or such subsidiaries
would be able to obtain in arm's-length negotiation with an
unaffiliated third party, then, and in each such case, proper
provision shall be made so that each holder of record of a Right,
other than the Acquiring Person, will thereafter have the right to
receive, upon payment of the Purchase Price, that number of shares of
the Company's Series A Preferred Stock having a market value at the
time of the transaction equal to two times the Purchase Price. This
same right shall be available to each holder of record of a Right,
other than the Acquiring Person, if, while there is an Acquiring
Person, there shall occur, any reclassification of securities
(including any reverse stock split), recapitalization of the Company,
or any merger or consolidation of the Company with any of its
subsidiaries or any other transaction or transactions involving the
Company or any of its subsidiaries (whether or not involving the
Acquiring Person) which have the effect of increasing by more than 1%
the proportionate share of the outstanding shares of any class of
equity securities of the Company or any of its subsidiaries which is
directly or indirectly owned or controlled by the Acquiring Person.
The holder of any Rights that are or were at any time beneficially
owned by an Acquiring Person on or after the earlier of the Stock
Acquisition Date or the Distribution Date, which is or was involved in
or which caused or facilitated, directly or indirectly, the event or
transaction or transactions described in this paragraph shall not be
entitled to the benefit of the adjustment described in this paragraph.
<PAGE>
Fractions of shares of Series A Preferred Stock (other than
fractions which are integral multiples of one one-hundredth of a
share) may, at the election of the Company, be evidenced by depositary
receipts. The Company may also issue cash in lieu of fractional shares
which are not integral multiples of one one-hundredth of a share.
At any time until the tenth day following the Stock Acquisition
Date (subject to extension by the Board of Directors), the Company may
redeem the Rights in whole, but not in part, at a price of $.05 per
Right. Immediately upon the action of the Board of Directors of the
Company authorizing redemption of the Rights, the right to exercise
the Rights will terminate and the only right of the holders of Rights
will be to receive the Redemption Price without any interest thereon.
Until a Right is exercised, the holder, as such, will have no
rights as a shareholder of the Company, including, without limitation,
the right to vote or to receive dividends.
The issuance of the Rights is not taxable to the Company or to
shareholders under presently existing federal income tax law, and will
not change the way in which shareholders can presently trade the
Company's shares of Common Stock. If the Rights should become
exercisable, shareholders, depending on the then existing
circumstances, may recognize taxable income.
Subsequent to the issuance of any shares of Series A Preferred
Stock, the provisions of the Certificate of Amendment and the
Certificate of Incorporation of the Company shall not be amended in
any manner which would materially affect the rights, privileges or
powers of the Series A Preferred Stock without, in addition to any
other vote of shareholders
<PAGE>
required by law, the affirmative vote of the holders of eighty percent
or more of the outstanding shares of Series A Preferred Stock, voting
together as a single class.
At any time after any person becomes an Acquiring Person, a
majority of the members of the Board of Directors who were in office
at the time the person became an Acquiring Person (the "Continuing
Directors") may, at their option, exchange all or part of the then
outstanding and exercisable Rights (exclusive of any Rights that are
or were at any time on or after the earlier of the Stock Acquisition
Date or the Distribution Date acquired or beneficially owned by any
Acquiring Person or any associate or affiliate of any such Acquiring
Person, or any transferee of such Rights) (the "Excluded Rights") for
shares of Common Stock at an exchange ratio of one share of Common
Stock per Right, appropriately adjusted to reflect any stock split,
stock dividend or similar transaction occurring after the Distribution
Date (such exchange ratio being hereinafter referred to as the
"Exchange Ratio").
Immediately upon action of the Continuing Directors electing to
exchange such Rights in the manner described above and without any
further action and without any notice, the right to exercise such
Rights will terminate and thereafter the only right of a holder of
such Rights shall be to receive that number of shares of Common Stock
equal to the number of such Rights held by such holder multiplied by
the Exchange Ratio.
The Company, at its option, may substitute another security
having rights approximately equivalent to those then carried by a
share of Common Stock (the "Common Stock Equivalent") for shares of
Common Stock exchangeable for Rights, at the rate of one Common Stock
equivalent for
<PAGE>
each share of Common Stock, so that each Common Stock Equivalent
delivered in lieu of each share of Common Stock shall have
essentially the same dividend, liquidation and voting rights as
one share of Common Stock then has.
As of June 17, 1997, there were 23,542,831 shares of Common Stock
issued and outstanding, 1,026,794 shares of Common Stock held in the
Company's treasury and 1,155,490 shares of Common Stock reserved for
issuance under the Company's various stock option plans. If the
proposed merger (the "Merger") between the Company and BW/IP, Inc. is
consummated, the Company expects to issue approximately 16,915,000
additional shares of Common Stock.
The Rights have certain anti-takeover effects. The Company's
Certificate of Incorporation presently contains a supermajority
provision and the By-Laws provide for a classified board, which could
each have the effect of delaying, deferring or preventing a change in
control. The Rights will cause substantial dilution to a person or
group who attempts to acquire the Company on terms not approved by the
Company's Board of Directors. Since the Rights may be redeemed by the
Company at $0.05 per Right at any time on or prior to the tenth day
following the Stock Acquisition Date (subject to extension by the
Board of Directors), the Rights should not interfere with any merger
or other business combination approved by the Board prior to such
time. The Board of Directors has previously approved the Merger.
The form of Rights Agreement between the Company and Bank One,
Dayton, National Association specifying the terms of the Rights, which
includes as Exhibit A the form of Certificate of Amendment specifying
the
<PAGE>
terms of the Series A Preferred Stock, as Exhibit B the form of Right
Certificate, and as Exhibit C the form of Summary of Rights to
Purchase Series A Junior Participating Preferred Stock is incorporated
herein by reference and the Amendment to Rights Agreement between the
Company and Keybank National Association is attached hereto as an
exhibit and incorporated herein by reference. The foregoing
description of the Rights is qualified by reference to such documents.
<PAGE>
Item 2. Exhibits.
1 Form of Rights Agreement ("Rights Agreement") dated
as of August 1, 1986 as filed as an Exhibit to Form
8-A filed by the Registrant on August 13, 1986 is
incorporated herein by reference
2 Amendment to Rights Agreement dated August 1, 1996
3 All exhibits required by Instruction II to Item 2
will be supplied to the New York Stock Exchange
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.
DURCO INTERNATIONAL INC.,
by /s/ Ronald F. Shuff
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Name: Ronald F. Shuff
Title: Vice President, Secretary and
General Counsel
Date: July 18, 1997
<PAGE>
EXHIBIT 2
AMENDMENT TO RIGHTS AGREEMENT
THIS AMENDMENT, made and entered into as of
this 1st day of August, 1996, by and between THE
DURIRON COMPANY, INC. (the "Company") and KEYBANK
NATIONAL ASSOCIATION ("Key") is being executed
under the following circumstances:
A. The Company and Bank One, Dayton, N.A. ("Bank One") entered
into a Rights Agreement dated August 1, 1986 ("Rights Agreement"),
pursuant to which Bank One was appointed to act as a rights agent (the
"Rights Agent") under the Rights Agreement. Bank One gave notice of
its resignation as Rights Agent under the Rights Agreement in 1987
with the Company appointing an affiliate of Bank One as successor
Rights Agent pursuant to Section 21 of the Rights Agreement. Effective
October 1, 1995 such affiliate of Bank One gave notice of its
resignation of Rights Agent. The Company, in accordance with Section
21 of the Rights Agreement and in compliance with other provisions
thereof, appointed Society National Bank ("Society") as successor
Rights Agent effective October 1, 1995, and Society accepted the
appointment of the position as successor Rights Agent effective on
October 1, 1995. Effective June 17, 1996, Key became the successor by
merger to Society, and Key now serves as Rights Agent.
B. NOW, THEREFORE, the Company and Key hereby amend the Rights
Agreement as follows, pursuant to Section 26 of the Rights Agreement:
1. The second sentence of Section 4 of the Rights Agreement
is amended by changing the figure "$30.00" to "$90.00".
2. Section 7(a) and Section 7(b) of the Rights Agreement are
amended and restated to read as follows:
EXERCISE OF RIGHTS; PURCHASE PRICE;
EXPIRATION DATE OF RIGHTS.
(a) The Rights shall become exercisable following the close
of business on the Distribution Date. The Rights may be exercised
to purchase Preferred Stock, except as otherwise provided herein,
in whole or in part at any time after the Distribution Date upon
surrender of the Right Certificate, with the form of election to
purchase on the reverse side thereof duly executed (with such
signature duly guaranteed), to the Rights Agent at the
Securityholder Services Department of the Rights Agent in
Cleveland, Ohio, together with
<PAGE>
payment of the Purchase Price with respect to each Right
exercised, subject to adjustment as hereinafter provided, at or
prior to the close of business on the earlier of (i) August 13,
2006 ("Final Expiration Date"), or (ii) the time at which the
Rights are redeemed as provided in Section 23 hereof (such
earlier date being herein referred to as the "Expiration Date").
(b) The Purchase Price for each one one-hundredth (1/100) of
a share of Preferred Stock issued pursuant to the exercise of a
Right shall initially be $90.00. The Purchase Price and the
number of shares of Preferred Stock or other securities to be
acquired upon exercise of a Right shall be subject to adjustment
from time to time as provided in Sections 11 and 13 hereof. The
Purchase Price shall be payable in lawful money of the United
States of America, in accordance with paragraph (c) below.
3. New Sections 7(e), 7(f) and 7(g) are added to the
Rights Agreement and shall read as follows:
(e) At any time after any Person becomes an Acquiring
Person, a majority of the members of the Board of Directors who
were in office at the time the Person became an Acquiring Person
(with such members being called "Continuing Directors" hereafter)
may, at their option, exchange all or part of the then
outstanding and exercisable Rights (exclusive of any Rights that
are or were at any time on or after the earlier of the Stock
Acquisition Date or the Distribution Date acquired or
beneficially owned by any Acquiring Person or any Associate or
Affiliate of any such Acquiring Person, or any transferee of such
Rights) (such excluded rights being hereinafter referred to as
the "Excluded Rights") for shares of Common Stock at an exchange
ratio of one share of Common Stock per Right, appropriately
adjusted to reflect any stock split, stock dividend or similar
transaction occurring after the Distribution Date (such exchange
ratio being hereinafter referred to as the "Exchange Ratio").
(f) Immediately upon the action of the Continuing Directors
electing to exchange any Rights pursuant to Section 7(e) and
without any further action and without any notice, the right to
exercise such Rights will terminate and thereafter the only right
of a holder of such Rights shall be to receive that number of
shares of Common Stock equal to the numbers of such Rights
<PAGE>
held by such holder multiplied by the Exchange Ratio. The Company
shall promptly thereafter give notice of such exchange to the
Rights Agent and the holders of the Rights to be exchanged in the
manner set forth in Section 24; provided that the failure to
give, or any defect in, such notice shall not affect the validity
of such exchange. Any notice which is mailed in the manner herein
provided shall be deemed given, whether or not the holder
receives such notice. Each such notice of exchange will state the
method by which the exchange of shares of Common Stock for Rights
will be effected and, in the event of any partial exchange, the
number of Rights which will be exchanged. Any partial exchange
shall be effected pro rata based on the number of Rights (other
than Excluded Rights) held by each holder of Rights.
(g) In any exchange pursuant to this Section 7, the Company,
at its option, may substitute another security (having rights
approximately equivalent to those then carried by a share of
Common Stock, such other security being hereinafter referred to
as a "Common Stock Equivalent") for shares of Common Stock
exchangeable for Rights, at the rate of one Common Stock
equivalent for each share of Common Stock, so that each Common
Stock Equivalent delivered in lieu of each share of Common Stock
shall have essentially the same dividend, liquidation and voting
rights as one share of Common Stock then has.
4. Exhibit B (Form of Right Certificate) is amended
by changing the figure "$30.00" to "$90.00".
The remainder of the Plan shall remain unchanged, and
the Plan, as so amended above, shall remain in full force and
effect.
IN WITNESS WHEREOF, the parties have duly executed
this Amendment to the Rights Agreement as of the day and year
first above written.
THE DURIRON COMPANY, INC. KEYBANK NATIONAL ASSOCIATION
by /s/ Ronald F. Shuff by /s/ Caroline Lukez-Byrne
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Ronald F. Shuff Caroline Lukez-Byrne
Vice President - Secretary Assistant Vice President
& General Counsel
