SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
FORM 8-A/A
Amendment No. 2
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
________________
ELCO INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 36-1033080
(State of incorporation (I.R.S. employer
or organization) identification no.)
1111 Samuelson Road
P.O. Box 7009
Rockford, Illinois
(Address of principal executive offices)
61125-7009
(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 is
to be so registered to be registered
None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock
(Title of class)
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
On January 19, 1988, the Board of Directors of Elco
Industries, Inc., a Delaware corporation (the "Company"),
declared a dividend distribution of one Right for each
outstanding share of common stock, par value $5.00 per share (the
"Common Shares"), of the Company to stockholders of record at the
close of business on January 26, 1988 (the "Record Date"). Each
Right entitles the registered holder to purchase from the Company
one Common Share at a Purchase Price of $80, subject to
adjustment in certain circumstances. The Purchase Price shall be
paid in cash. The description and terms of the Rights are set
forth in a Rights Agreement, dated as of January 20, 1988, as
amended June 24, 1988 and September 12, 1995 (the "Rights
Agreement"), between the Company and The First National Bank of
Chicago as Rights Agent.
Initially, the Rights will be attached to the certificates
representing outstanding Common Shares, and no separate Right
Certificates evidencing the Rights will be distributed. The
Rights will separate from the Common Shares upon the earlier of
(i) ten (10) days following a public announcement that a person
or group of affiliated or other associated persons (an "Acquiring
Person") has, without the approval of the Continuing Directors
(as defined below) acquired or obtained the right to acquire
beneficial ownership of voting stock of the Company with more
than 20% of the total combined voting power of all Company stock
(the date of such announcement being the "Shares Acquisition
Date"), or (ii) ten (10) days following (a) the commencement of a
tender or exchange offer by any person, other than the Company, a
subsidiary of the Company or an employee benefit plan of the
Company or subsidiary, and other than Textron Inc. ("Textron") or
any wholly-owned subsidiary thereof ("Sub"), where Textron and/or
Sub commence such offer pursuant to the terms of that certain
Agreement and Plan of Merger among Textron, Sub and the Company,
dated as of September 12, 1995, as may be amended, modified or
supplemented or (b) the announcement of an intention to commence
such an offer that would result in a person or group beneficially
owning Company stock with 30% or more of the combined voting
power of all outstanding Company stock. (The earlier of the
above dates will hereinafter be referred to as the "Distribution
Date".) Until the Distribution Date, (i) the Rights will be
evidenced by and will be transferred with and only with such
Common Shares certificates, (ii) new Common Shares certificates
issued after January 26, 1988, upon transfer or new issuance of
the Common Shares will contain a legend incorporating the Rights
Agreement by reference and (iii) the surrender for transfer of
any certificate for Common Shares will also constitute the
transfer of the Rights associated with the Common Shares
represented by such certificate.
The Rights are not exercisable until the Distribution
Date and will expire at the close of business on January 26,
1998, unless earlier redeemed or exchanged by the Company as
described below.
As soon as practicable after the Distribution Date,
Right Certificates will be mailed to holders of record of the
Common Shares as of the close on business on the Distribution
Date and, thereafter, such separate Right Certificates alone will
represent the Rights. All Common Shares issued prior to the
earlier of the Redemption Date or the Expiration Date (as such
terms are defined in the Rights Agreement) will be issued with
Rights.
In the event that any person becomes an Acquiring
Person at any time following the Distribution Date, other than in
a tender offer or exchange offer for all outstanding Voting Stock
approved by the Continuing Directors, each holder of a Right will
thereafter have the right to receive, upon exercise thereof at
the then current exercise price of the Right, that number of
Common Shares which at the time of such transaction would have a
market value of two times the exercise price of the Right.
Notwithstanding any of the foregoing, following the occurrence of
any of the events set forth in this paragraph, all Rights that
are, or (under certain circumstances specified in the Rights
Agreement) were, beneficially owned by any Acquiring Person will
be null and void. However, Rights are not exercisable following
the occurrence of any of the events set forth above until such
time as the Rights are no longer redeemable by the Company as set
forth below.
In the event that (i) any person (other than a
subsidiary of the Company) acquires the Company in a merger or
consolidation in which the Company is not the surviving
corporation (other than a merger described in the preceding
paragraph or a merger following a tender offer determined to be
fair to the stockholders of the Company, as described in the
preceding paragraph), or (ii) 50% or more of the Company's assets
or earning power is sold or transferred to any person (other than
a Subsidiary of the Company), each holder of a Right (except
Rights which have previously been voided as set forth above)
shall thereafter have the right to receive, upon exercise thereof
at the then current exercise price of the Right, that number of
Common Shares of the Acquiring Person which at the time of such
transaction would have a market value of two times the exercise
price of the Right.
The Purchase Price payable, and the number of Common
Shares issuable, upon exercise of the Rights are subject to
adjustment from time to time to prevent dilution (i) in the event
of a stock dividend on, or a subdivision, combination or
reclassification of, the Common Shares (ii) if holders of the
Common Shares are granted certain rights or warrants to subscribe
for Common Shares or securities convertible into Common Shares at
less than the current market price of the Common Shares, or
(iii) upon the distribution to holders of the Common Shares of
evidences of indebtedness or assets (excluding regular quarterly
cash dividends) or of subscription rights or warrants (other than
those referred to above).
With certain exceptions, no adjustment in the Purchase
Price will be required until cumulative adjustments amount to at
least 1% of the Purchase Price. No fractional Common Shares will
be issued upon exercise of the Rights and, in lieu thereof, a
cash payment will be made based on the market price of the Common
Shares on the last trading date prior to the date of exercise.
At any time until fifteen days following the Shares
Acquisition Date, the Company with the approval of a majority of
the Continuing Directors (as defined below) may redeem the Rights
in whole, but not in part, at a price of $.05 per Right, payable
at the election of the Company, in cash or Common Shares.
At any time after any person becomes an Acquiring
Person and prior to the acquisition by such person of 50% or more
of the voting stock of the Company, the Continuing Directors may
exchange all or part of the Rights (other than Rights owned by
such person) for Common Shares at the ratio of one Common Share
per Right.
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. While the distribution of the rights will not be
taxable to stockholders or to the Company, stockholders may,
depending upon the circumstances, recognize taxable income in the
event that the Rights become exercisable for Common Shares (or
other consideration) of the Company or for common stock of an
acquiring company as set forth above.
Under the Plan, certain actions, such as redemption of
the Rights, may be taken by the Company only if approved by a
majority of the "Continuing Directors" rather than a majority of
the whole Board of Directors, and only if the Continuing
Directors then constitute a majority of the Board. A "Continuing
Director" is any member of the Board (a) who is neither an
Acquiring Person nor a person who has announced a tender offer
for the Company nor an affiliate or representative of either such
person), and (b) who either was a member of the Board prior to
the existence of an Acquiring Person or the announcement of a
tender offer, or subsequently became a member of the Board with
the approval or recommendation of a majority of the Continuing
Directors already on the Board.
The provisions of the Rights Agreement, other than the
provisions relating to the principal economic terms of the
Rights, may be amended by the Board of Directors of the Company
to cure any ambiguity, defect or inconsistency, to extend, under
certain circumstances, the Expiration Date or the period during
which the Rights may be redeemed, or to make any other provisions
in regard to matters or questions arising under the Rights
Agreement which the Company and the Rights Agent deem necessary
or desirable; provided that no amendment to adjust the time
period governing redemption shall be made at such time as the
Rights are not redeemable.
Until the earlier of the Redemption Date or the
Expiration Date, the Company will issue one Right with each
Common Share that shall become outstanding so that all such
shares will have attached Rights. If a majority of the
Continuing Directors determine it to be in the best interest of
the Company, the Company may issue Common Shares without
associated Rights if required to permit the Company to acquire
the shares and assets of another company in a tax-free corporate
reorganization.
The Rights have certain anti-takeover affects. The
Rights will cause substantial dilution to a person or group that
attempts to acquire the Company without conditioning its offer on
a substantial number of Rights being acquired. Accordingly, the
existence of the Rights may deter certain acquirors from making
takeover proposals or tender offers in which stockholders may
otherwise desire to participate. The Rights may make the removal
of directors more difficult in a takeover situation even if such
removal would be beneficial to stockholders generally. The
Rights may be beneficial to management in a hostile tender offer
and may have an adverse impact on stockholders who may want to
participate in such a tender offer. However, the Rights are not
intended to prevent a takeover, but rather are designed to
enhance the ability of the Board of Directors to negotiate with
an acquiror on behalf of all of the stockholders. In addition,
the Rights should in no way interfere with any proxy contest.
The Rights should not interfere with any merger or
other business combination approved by the Continuing Directors.
The Continuing Directors may approve an acquisition of more than
20% of the voting stock and thereby prevent distribution of the
Rights in the event that the proposed acquisition is fair and in
the best interests of the stockholders. In addition, the
Continuing Directors may, at their option, at any time until
fifteen days following the Shares Acquisition Date redeem all but
not less than all the then outstanding Rights at $.05 per Right.
It is possible, however, that in the event the Continuing
Directors fail to approve an acquisition of more than 20% of the
voting stock, fail to redeem the Rights within the fifteen day
period or exchange the Rights, thereby causing the Rights to
become nonredeemable, the Rights may deter acquisition
transactions that are otherwise fair to, and in the best interest
of, the stockholders.
The Form of Rights Agreement between the Company and
the Rights Agent, as amended specifying the terms of the Rights,
which includes as Exhibit A the Form of Rights Certificate, is
attached hereto as an exhibit and incorporated herein by
reference. The foregoing description of the Rights does not
purport to be complete and is qualified in its entirety by
reference to such exhibit.
ITEM 2. EXHIBITS.
1. Articles of Incorporation of Elco Industries, Inc. (filed as
Exhibit 3.1 to Registrant's Annual Report Form 10-K for the
year ended June 30, 1994, and incorporated herein by
reference).
2. Bylaws of Elco Industries, Inc. (filed as Exhibit 3.2 to
Registrant's Annual Report Form 10-K for the year ended June
30, 1993, and incorporated herein by reference).
3. Stockholder Rights Agreement dated January 20, 1988 (filed
as Exhibit 4.13 to Registrant's Annual Report Form 10-K for
the year ended June 30, 1993, and incorporated herein by
reference).
4. Amendment dated June 24, 1988 to Stockholder Rights
Agreement dated January 20, 1988 (filed as Exhibit 4.14 to
Registrant's Annual Report Form 10-K for the year ended June
30, 1993, and incorporated herein by reference).
5. Amendment dated September 12, 1995 to Stockholder Rights
Agreement dated January 20, 1988, as amended June 24, 1988.
SIGNATURE
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.
ELCO INDUSTRIES, INC.
By:
Name: John C. Lutz
Title: President and Chief
Executive Officer
Date: September , 1995
EXHIBIT INDEX
Exhibit Description Page
1 Articles of Incorporation of Elco
Industries, Inc. (filed as Exhibit
3.1 to Registrant's Annual Report
Form 10-K for the year ended June
30, 1994, and incorporated herein
by reference).
2 Bylaws of Elco Industries, Inc.
(filed as Exhibit 3.2 to
Registrant's Annual Report Form
10-K for the year ended June 30,
1993, and incorporated herein by
reference).
3 Stockholder Rights Agreement dated
January 20, 1988 (filed as Exhibit
4.13 to Registrant's Annual Report
Form 10-K for the year ended June
30, 1993, and incorporated herein
by reference).
4 Amendment dated June 24, 1988 to
Stockholder Rights Agreement dated
January 20, 1988 (filed as Exhibit
4.14 to Registrant's Annual Report
Form 10-K for the year ended June
30, 1993, and incorporated herein
by reference).
5 Amendment dated September 12, 1995
to Stockholder Rights Agreement
dated January 20, 1988, as amended
June 24, 1988.
AMENDMENT NO. 2 TO RIGHTS AGREEMENT
This Amendment (the "Amendment"), dated as of
September 12, 1995, is entered into by and between Elco
Industries, Inc., a Delaware corporation (the "Company"),
and The First National Bank of Chicago, as Rights Agent
(the "Rights Agent").
WHEREAS, the Company and the Rights Agent have
entered into a Rights Agreement, dated as of January 20,
1988 (the "Agreement"); and
WHEREAS, pursuant to Section 27 of the
Agreement, the Company and the Rights Agent desire to
amend the Agreement as set forth in the Amendment.
NOW, THEREFORE, the Company and the Rights
Agent hereby amend the Agreement as follows:
1. Amendment to Section 3(a). Section 3(a)
of the Agreement is hereby amended in its entirety to
read as follows:
(a) Until the earlier of (i) the Close of
Business on the tenth day after the Shares
Acquisition Date (or, if the tenth day after
the Shares Acquisition Date occurs before the
Record Date, the Close of Business on the
Record Date) or (ii) the Close of Business on
the tenth day after the earlier of the date of
the commencement of a tender or exchange offer
by any Person (other than the Company, any
wholly-owned Subsidiary of the Company, any
employee benefit plan of the Company or of any
wholly-owned Subsidiary of the Company or any
entity holding Common Shares for or pursuant to
the terms of any such plan; and other than
Textron Inc. ("Textron") or any wholly-owned
subsidiary thereof ("Sub"), where Textron
and/or Sub commence such offer pursuant to the
terms of that certain Agreement and Plan of
Merger among Textron, Sub and the Company,
dated as of September 12, 1995, as may be
amended, modified or supplemented) or the
public announcement of the intention to make
such an offer which is to be later commenced
the consummation of which offer would result in
beneficial ownership by a Person of Voting
Stock with 30% or more of the then existing
Voting Power (the "Tender Offer Date")
(including any such date which is after the
date of this Agreement and prior to the
issuance of the Rights, the earlier of such
dates described in clauses (i) and (ii) above
being herein referred to as the "Distribution
Date"), the Rights will be evidenced (subject
to the provisions of Section 3(b) and (c)) by
the certificates for Common Shares registered
in the names of the holders thereof (which
certificates for Common Shares shall also be
deemed to be Right certificates) and not by
separate Right certificates, and the rights
will be transferable only in connection with
the transfer of the underlying Common Shares.
As soon as practicable after the Distribution
Date, the Rights Agent will send, by first-
class, insured, postage prepaid mail, to each
record holder of Common Shares as of the Close
of Business on the Distribution Date, at the
address of such holder shown on the records of
the Company, a Right certificate, in
substantially the form of Exhibit A hereto
(collectively, the "Right Certificates"),
evidencing one Right for each Common Share so
held, subject to adjustment as provided herein.
As of the Distribution Date, the Rights will be
evidenced solely by such Right Certificates.
2. Effect of Amendment. Except as set forth
above, the Rights Agreement shall continue in full force
and effect.
3. Counterparts. This Amendment may be
executed in any number of counterparts and each of such
counterparts shall for all purposes be deemed to be an
original, and all such counterparts shall together
constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have
caused this Amendment to be duly executed and attested as
of the day and year first above written.
ELCO INDUSTRIES, INC.
By:
Name:
Title:
THE FIRST NATIONAL BANK OF
CHICAGO
By:
Name:
Title:
