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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
ALLIED PRODUCTS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 38-0292230
(State of incorporation or organization) (IRS Employer
Identification No.)
10 South Riverside Plaza, Chicago, Illinois 60606
(Address of principal executive offices) (Zip Code)
If this form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. / /
If this form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. /X/
Securities Act registration statement file number to which this form
relates: Not Applicable.
Securities to be registered pursuant to Section 12 (b) of the Act:
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Title of Each Class Name of Each Exchange on Which
To Be So Registered Each Class Is To Be Registered
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None N/A
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Securities to be registered pursuant to Section 12(g) of the Act:
PREFERRED STOCK PURCHASE RIGHTS
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(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
INTRODUCTION
On July 28, 1999, the Board of Directors of Allied Products Corporation
(the "Company") declared a dividend of one preferred share purchase right (a
"Right") for each outstanding share of common stock, par value $.01 per share,
of the Company (the "Common Shares") to the stockholders of record on July 30,
1999 (the "Record Date"). The description and terms of the Rights are set forth
in an Agreement (the "Agreement") between the Company and LaSalle Bank National
Association, as Rights Agent (the "Rights Agent").
PURCHASE PRICE
Each Right entitles the registered holder to purchase from the Company
one one-thousandth of a share of Series D Junior Participating Preferred
Stock of the Company, no par value per share (the "Preferred Shares"), at a
price of $50.00 per one one-thousandth of a Preferred Share (the "Purchase
Price"), subject to adjustment.
FLIP-IN
In the event that any person or group of affiliated or associated persons
acquires beneficial ownership of 15% or more of the outstanding Common Shares,
or a person filing a Schedule 13G or 13D with no intent to change the control of
the Company on the date of the Agreement acquires beneficial ownership of 20% or
more of the outstanding Common Shares (each an "Acquiring Person"), each holder
of a Right, other than Rights beneficially owned by the Acquiring Person (which
will thereafter be void), will thereafter have the right to receive upon
exercise that number of Common Shares having a market value of two times the
exercise price of the Right.
FLIP-OVER
If the Company is acquired in a merger or other business combination
transaction or 50% or more of its consolidated assets or earning power are sold
after a person or group has become an Acquiring Person, each holder of a Right
(other than Rights beneficially owned by Acquiring Person, which will be void)
will thereafter have the right to receive that number of shares of common stock
of the acquiring company which at the time of such transaction will have a
market value of two times the exercise price of the Right.
DISTRIBUTION DATE
The Distribution Date is the earlier of:
(i) 10 days following a public announcement that a person or group of
affiliated or associated persons have acquired beneficial ownership of 15% or
more of the outstanding Common Shares or, in the case of a person filing a
Schedule 13G or 13D with no intent to change the control of the Company, 10
days following a public announcement that such person has acquired beneficial
ownership of 20% or more of the outstanding Common Shares; or
(ii) 10 business days (or such later date as may be determined by action of
the Board of Directors of the Company prior to such time as any person or group
of affiliated persons becomes an Acquiring Person) following the commencement
of, or announcement of an intention to make, a tender
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offer or exchange offer the consummation of which would result in the
beneficial ownership by a person or group of 15% or more of the outstanding
Common Shares.
TRANSFER AND DETACHMENT
Until the Distribution Date, the Rights will be evidenced, with respect
to any of the Common Share certificates outstanding as of the Record Date, by
such Common Share certificate with a copy of this Summary of Rights attached
thereto. Until the Distribution Date (or earlier redemption or expiration of
the Rights), the Rights will be transferred with and only with the Common
Shares, and transfer of those certificates will also constitute transfer of
these Rights.
As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights ("Right Certificates") will be mailed to
holders of record of the Common Shares as of the close of business on the
Distribution Date and such separate Right Certificates alone will thereafter
evidence the Rights.
EXERCISABILITY
The Rights are not exercisable until the Distribution Date. The Rights
will expire on July 31, 2009 (the "Final Expiration Date"), unless the Final
Expiration Date is extended or unless the Rights are earlier redeemed or
exchanged by the Company, in each case, as described below.
ADJUSTMENTS
The Purchase Price payable, and the number of Preferred Shares or other
securities or property issuable, upon exercise of the Rights are subject to
adjustment from time to time to prevent dilution in the event of stock
dividends, stock splits, reclassifications, or certain distributions with
respect to the Preferred Shares. The number of outstanding Rights and the
number of one one-thousandths of a Preferred Share issuable upon exercise of
each Right are also subject to adjustment if, prior to the Distribution Date,
there is a stock split of the Common Shares or a stock dividend on the Common
Shares payable in Common Shares or subdivisions, consolidations or combinations
of the Common Shares. 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. No Fractional Preferred Shares will be issued
(other than fractions which are integral multiples of one one-thousandth of a
Preferred Share, which may, at the election of the Company, be evidenced by
depositary receipts) and, in lieu thereof, an adjustment in cash will be made
based on the market price of the Preferred Shares on the last trading day prior
to the date of exercise.
PREFERRED SHARES
Preferred Shares purchasable upon exercise of the Rights will not be
redeemable. Each Preferred Share will be entitled to a minimum preferential
quarterly dividend payment of $1.00 per share but will be entitled to an
aggregate dividend of 1,000 times the dividend declared per Common Share. In
the event of liquidation, the holders of the Preferred Shares will be entitled
to a minimum preferential liquidation payment of $100 per share but will be
entitled to an aggregate payment of 1,000 times the payment made per Common
Share. Each Preferred Share will have 1,000 votes, voting together with the
Common Shares. Finally, in the event of any merger, consolidation or other
transaction in which Common Shares are exchanged, each Preferred Share will be
entitled to receive 1,000 times the amount received per Common Share. These
rights are protected by customary antidilution provisions.
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The value of the one one-thousandth interest in a Preferred Share
purchasable upon exercise of each Right should, because of the nature of the
Preferred Shares' dividend, liquidation and voting rights, approximate the
value of one Common Share.
EXCHANGE
At any time after any person or group becomes an Acquiring Person, and
prior to the acquisition by such person or group of 50% or more of the
outstanding Common Shares, the Board of Directors of the Company may exchange
the Rights (other than Rights owned by the Acquiring Person, which will have
become void), in whole or in part, at an exchange ratio of one Common Share, or
one one-thousandth of a Preferred Share (subject to adjustment).
REDEMPTION
At any time prior to the tenth day after any person or group becomes an
Acquiring Person subject to extension by the Board of Directors for a period of
up to ten additional days, the Board of Directors of the Company may redeem the
Rights in whole, but not in part, at a price of $.001 per Right (the "Redemption
Price"). The redemption of the Rights may be made effective at such time on
such basis with such conditions as the Board of Directors in its sole discretion
may establish. Immediately upon any 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.
AMENDMENTS
The terms of the Rights may be amended by the Board of Directors of the
Company without the consent of the holders of the Rights, including an amendment
to lower certain thresholds described above to not less than the greater of
(i) the sum of .001% and the largest percentage of the outstanding Common Shares
then known to the Company to be beneficially owned by any person or group of
affiliated or associated persons and (ii) 10%, except that from and after such
time as any person or group of affiliated or associated persons becomes an
Acquiring Person no such amendment may adversely affect the interests of the
holders of the Rights.
RIGHTS AND HOLDERS
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.
A copy of the Rights Agreement was filed as an exhibit to the Company's Report
on Form 8-K dated July 28, 1999. The summary description of the Rights set
forth herein does not purport to be complete and is qualified in its entirety be
reference to the Rights Agreement, which is incorporated herein by reference.
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ITEM 2. EXHIBITS.
1. Rights Agreement, dated as of July 28, 1999, between Allied Products
Corporation and LaSalle Bank National Association.
2. Terms of Series D Preferred Stock (which is attached as Exhibit A to
the Rights Agreement referred to in Exhibit 1 hereto.)
3. Form of Right Certificate (which is attached as Exhibit B to the
Rights Agreement referred to in Exhibit 1 hereto).
4. Summary of Rights to Purchase Preferred Stock (which is attached as
Exhibit C to the Rights Agreement referred to in Exhibit 1 hereto.)
* Previously filed by the Company as part of Exhibit 4.1 to the Company's
Report on Form 8-K dated July 28, 1999, which exhibit is incorporated
herein by reference thereto.
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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.
Date: July 30, 1999
ALLIED PRODUCTS CORPORATION
By /s/ Mark C. Standefer
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Name: Mark C. Standefer
Title: Vice President, General Counsel
and Secretary
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
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1. Rights Agreement, dated as of July 28, 1999, between Allied Products
Corporation and LaSalle Bank National Association.
2. Terms of Series D Preferred Stock (which is attached as Exhibit A to
the Rights Agreement referred to in Exhibit 1 hereto.)
3. Form of Right Certificate (which is attached as Exhibit B to the
Rights Agreement referred to in Exhibit 1 hereto).
4. Summary of Rights to Purchase Preferred Stock (which is attached as
Exhibit C to the Rights Agreement referred to in Exhibit 1 hereto.)
* Previously filed by the Company as part of Exhibit 4.1 to the
Company's Report on Form 8-K dated July 28, 1999, which exhibit is
incorporated herein by reference thereto.
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