SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: June 21, 1996
FEDERAL SCREW WORKS
(Exact name of registrant as specified in its charter)
Michigan 0-1837 38-0533740
(state or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification
incorporation Number)
or organization)
535 Griswold, Suite 2400, Detroit, Michigan 48226-3602
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (313)963-2323
Not applicable
(Former name or former Address, if changed since last report)
Item 5. Other Events.
Chapter 7A -- Antitakeover Provisions.
On June 21, 1996, the Board of Directors of the Company adopted a resolution
electing to have the provisions of Chapter 7A of the Michigan Business
Corporation Act (the "MBCA") apply to the Company, subject to certain excep-
tions and conditions, a copy of which resolution is attached to this Report
as Exhibit 99.
In general, the provisions of the MBCA prohibit a "business combination"
between the Company and an "interested shareholder" (generally, a 10%-or-
greater beneficial shareholder) of the Company, unless:
(1) the Board of Directors issues an advisory statement regarding the
"business combination" and the "business combination" is approved by at
least 90% of each class of shares entitled to vote and a 2/3 vote of each
class of shares entitled to vote excluding shares held by such "interested
shareholder" and its "affiliates" and "associates"; or
(2) the "business combination" takes place five years after the
"interested shareholder" becomes an "interested shareholder" and the price
to be paid to shareholders of the Company meets the "fair price" provi-
sions of the MBCA and certain other conditions are met.
The Board's action to make the provisions of Chapter 7A of the MBCA
applicable to the Company specifically excludes any "business combination"
involving the Company, or any Michigan subsidiary, and any existing or
future "interested shareholder" of the Company or any "affiliate" of such
"interested shareholder", if the "business combination" is approved by a
majority of the Continuing Directors of the Company. The term "Continuing
Director" is defined by the resolution to mean any member of the Board of
Directors of the Company, while such person is a member of the Board, who
is not an "affiliate," "associate" or representative of the "interested
shareholder" and who was a director on June 21, 1996, and any successor
of a Continuing Director, while such successor is a member of the Board,
who is not an "affiliate," "associate" or representative of the "inter-
ested shareholder" and who is recommended or elected to succeed the
Continuing Director by vote of a majority of the Continuing Directors.
The Board's resolution subjecting the Company to the provisions of
Chapter 7A of the MBCA may be added to, but may not be altered or
repealed, by a majority of the Continuing Directors, provided that:
(a) such resolution may be altered or repealed at any time or
from time to time by a majority of the Continuing Directors if such
action is hereafter authorized or permitted by the MBCA; and
(b) such resolution may be altered or repealed by an amendment to
the Restated Articles of Incorporation of the Company adopted by the
shareholders of the Company by a vote of not less than 90% of each class
of shares entitled to vote and a 2/3 vote of each class of shares entitled
to vote excluding shares held by any "interested shareholder" of the
Company.
This action by the Board will terminate and have no further effect on the
Company at 9:00 A.M., Detroit time, December 21, 1996, unless the Board,
by majority vote of the Continuing Directors, extends its application.
The terms "business combination," "interested shareholder," "affiliate,"
and "associate" have, for purposes of the resolution and this Report,
the meanings given to them by Chapter 7A of the MBCA.
Item 7. Exhibits.
The following exhibits are filed with this Report:
Exhibit No. Description
99 Form of resolution adopted by the Board of Directors
of the Company on June 21, 1996 regarding Chapter 7A
-- Antitakeover Provisions.
SIGNATURES
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.
FEDERAL SCREW WORKS
By: /S/ W.T. ZURSCHMIEDE, JR.
W.T. ZurSchmiede, Jr.
Chairman, Chief Executive
Officer, Secretary and
Treasurer
July 11, 1996
FEDERAL SCREW WORKS
RESOLUTIONS OF THE BOARD OF DIRECTORS
ELECTION UNDER CHAPTER 7A
OF THE MICHIGAN BUSINESS CORPORATION ACT
Presented to the Board of Directors June 21, 1996
RESOLVED, that, pursuant to Section 783 of the Business Corporation Act of
the State of Michigan (the "Act"), Federal Screw Works, a Michigan corpora-
tion (the "Company"), elects to be subject to the requirements of Section
780 of the Act, subject to the exceptions and conditions enumerated in this
Resolution, as follows:
(1) The term "Continuing Director" shall mean any member of the Board
of Directors of the Company (the "Board"), while such person is a member
of the Board, who is not an Affiliate or Associate or representative of
the Interested Shareholder and who was a member of the Board on the date
of the adoption of this Resolution by the Board, and any successor of a
Continuing Director, while such successor is a member of the Board, who
is not an Affiliate or Associate or representative of the Interested Share-
holder and who is recommended or elected to succeed the Continuting
Director by the vote of a majority of the Continuing Directors.
(2) The following Business Combinations shall not be subject to the
requirements of Section 780 of the Act:
(a) any Business Combination involving the Company, or any
Michigan subsidiary of the Company, and any person which is an
Interested Shareholder of the Company as of June 21, 1996 (an
"Existing Interested Shareholder"), or an Affiliate of an Existing
Interested Shareholder; and
(b) any Business Combination involving the Company, or any
Michigan subsidiary of the Company, which is approved by a majority
of the Continuing Directors of the Company.
(3) This Resolution may be added to, but may not be altered or repealed,
by a majority of the Continuing Directors; provided, however, that (a) this
Resolution may be altered or repealed at any time or from time to time by
a majority of the Continuing Directors of the Board if such action is
hereafter authorized or permitted by the Act, and (b) this Resolution may
be altered or repealed by an amendment to the Articles of Incorporation of
this Corporation adopted by a vote of the shareholders of this Corporation
pursuant to the requirements of Section 784(1)(b) of the Act (or such
lesser vote as hereafter may be authorized or permitted by the Act).
(4) All capitalized terms not otherwise defined in this Resolution shall
have the meanings given to them in Chapter 7A of the Act.
(5) This Resolution shall terminate at 9:00 A.M., Detroit time, on
December 21, 1996 unless it is extended by the vote of a majority of the
Continuing Directors.
