SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A/A
AMENDMENT NO. 1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
GENERAL SIGNAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
NEW YORK 16-0445660
(State of Incorporation or Organization) (IRS Employer Identification No.)
ONE HIGH RIDGE PARK
P. O. BOX 10010
STAMFORD, CONNECTICUT 06404
(Address of Principal Executive Offices) (Zip Code)
If this form relates to the registration If this form relates to the
of a class of securities pursuant to registration of a class of
Section 12(b) of the Exchange Act securities pursuant to Section 12(g)
and is effective pursuant to General of the Exchange Act and is effective
Instruction A.(c), please check the pursuant to General Instruction
following box: [ /X/ Yes / / No] A. (d) (2), please check the
following box: [ / / Yes /x/ No]
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
Common Stock New York Stock Exchange, Inc.
Purchase Rights Pacific Stock Exchange, Inc.
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
NONE
(Title of Class)
<PAGE>
The undersigned registrant hereby amends Items 1 and 2 of its
Registration Statement on Form 8-A (File No. 1- 996), filed with the Securities
and Exchange Commission on February 7, 1996, as set forth below.
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
On February 1, 1996, the Board of Directors of General Signal
Corporation (the "Company") declared a dividend distribution of one Right for
each outstanding share of Common Stock, $6.67 par value through 1969, par value
$1.00 per share issued subsequent to 1969, of the Company (the "Common Stock")
to stockholders of record at the close of business on March 21, 1996 (the
"Record Date"). The Rights were issued pursuant to a shareholder rights plan
which was approved by the Board of Directors on February 1, 1996. The rights
plan replaced the Company's prior rights plan which expired on March 21, 1996.
Each Right entitles the registered holder to purchase from the Company one share
of Common Stock at a price of $150 per share (the "Purchase Price"), subject to
adjustment. The description and terms of the Rights are set forth in a Rights
Agreement (the "Rights Agreement") between the Company and First Chicago Trust
Company of New York, as Rights Agent (the "Rights Agent"), as amended by the
First Amendment (the "First Amendment"), dated as of July 19, 1998, to the
Rights Agreement by and between the Company and the Rights Agent.
Distribution Date; Transfer of Rights
Until the earlier to occur of (i) ten days following the date
(the "Shares Acquisition Date") of the public announcement that a person or
group of affiliated or associated persons (an "Acquiring Person") has acquired,
or obtained the right to acquire, beneficial ownership of Common Stock or other
voting securities ("Voting Stock") that have 20% or more of the voting power of
the outstanding shares of Voting Stock or (ii) ten days following the
commencement or announcement of an intention to make a tender offer or exchange
offer the consummation of which would result in such person becoming an
Acquiring Person (the earlier of such dates being called the "Distribution
Date"), the Rights will be evidenced, with respect to any of the Company's
Common Stock certificates outstanding as of the Record Date, by such Common
Stock certificate. The Rights Agreement provides that, until the Distribution
Date, the Rights will be transferred with and only with the Company's Common
Stock. Until the Distribution Date (or earlier redemption or expiration of the
Rights), new Common Stock certificates issued after the Record Date upon
transfer or new issuance of the Company's 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 of the Company's Common Stock certificates outstanding as of the Record Date
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 separate Right
Certificates alone will evidence the Rights.
<PAGE>
The Rights are not exercisable until the Distribution Date.
The Rights will expire at the close of business on March 21, 2006, unless
earlier redeemed or exchanged by the Company as described below.
Exercise of Rights for Common Stock of the Company
In the event that a Person becomes an Acquiring Person at any
time following the Distribution Date, each holder of a Right will thereafter
have the right to receive, upon exercise, Common Stock (or, in certain
circumstances, cash, property or other securities of the Company) having a value
equal to two times the Purchase Price of the Right then in effect.
Notwithstanding any of the foregoing, following the occurrence of such event 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.
Exercise of Rights for Shares of the Acquiring Company
In the event that, at any time following after the occurrence
of the event set forth under the heading "Exercise of Rights for Common Stock of
the Company" above, (i) the Company is acquired in a merger or other business
combination transaction, or (ii) 50% or more of the Company's assets or earning
power is sold or transferred, each holder of a Right (except Rights which
previously have been voided as set forth above) shall thereafter have the right
to receive, upon exercise, Common Stock of the acquiring company having a value
equal to two times the Purchase Price of the Right then in effect.
Adjustments to Purchase Price
The Purchase Price payable, and the number of shares of Common
Stock (or other securities, as the case may be) 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 Stock, (ii) upon the grant to holders of the
Common Stock of certain rights or warrants to subscribe for or purchase shares
of the Common Stock or convertible securities at less than the then Current
Market Price of the Common Stock or (iii) upon the distribution to holders of
the Common Stock of evidences of indebtedness or assets (excluding regular
periodic cash dividends or dividends payable in the Common Stock) or of
subscription rights or warrants (other than those referred to above). Prior to
the Distribution Date, the Board of Directors of the Company may make such
equitable adjustments as it deems appropriate in the circumstances in lieu of
any adjustment otherwise required by the foregoing.
With certain exceptions, no adjustment in the Purchase Price
will be required until the earlier of (i) three years from the date of the event
giving rise to such adjustment or (ii) the time at which cumulative adjustments
require an adjustment of at least 1% in such Purchase Price. No fractional
shares of Common Stock will be issued and, in lieu thereof, an ad-
2
<PAGE>
justment in cash will be made based on the market price of the Common Stock on
the last trading date prior to the date of exercise.
Redemption and Exchange of Rights
At any time prior to 5:00 P.M. New York City time on the tenth
day following the Shares Acquisition Date, the Company may redeem the Rights in
whole, but not in part, at a price of $.0l per Right (the "Redemption Price").
Under certain circumstances set forth in the Rights Agreement, the decision to
redeem shall require the concurrence of a majority of the Independent Directors.
Immediately upon the action of the Board of Directors of the Company electing to
redeem the Rights with, if required, the concurrence of the Independent
Directors, the Company shall make announcement thereof, and upon such action,
the right to exercise the Rights will terminate and the only right of the
holders of Rights will be to receive the Redemption Price.
At any time after the occurrence of the event set forth under
the heading "Exercise of Rights for Common Stock of the Company" above, the
Board of Directors may exchange the Rights (other than Rights owned by an
Acquiring Person, which have become void), in whole or in part, at an exchange
ratio of one share of Common Stock, and/or other securities, cash or other
assets deemed to have the same value as one share of Common Stock, per Right,
subject to adjustment.
Until the Rights are exercised or exchanged for Common Stock,
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.
Amendments to Terms of the Rights
Any of the provisions of the Rights Agreement may be amended
by the Board of Directors of the Company without the consent of the holders of
the Rights prior to the Distribution Date. Thereafter, the provisions of the
Rights Agreement may be amended by the Board of Directors in order to cure any
ambiguity, defect or inconsistency, or to make changes which do not adversely
affect the interests of holders of Rights (excluding the interest of any
Acquiring Person); provided, however, that no supplement or amendment may be
made on or after the Distribution Date which changes those provisions relating
to the principal economic terms of the Rights. The Board of Directors may also,
with the concurrence of a majority of the Independent Directors, extend the
redemption period for up to an additional 20 days.
The term "Independent Directors" means any member of the Board
of Directors of the Company who was a member of the Board prior to the time that
any person becomes an Acquiring Person, and any person who is subsequently
elected to the Board if such person is recommended or approved by a majority of
the Independent Directors, but shall not include an Acquiring Person or any
representative thereof.
3
<PAGE>
First Amendment to the Rights Agreement
The First Amendment provides, among other things, that neither
SPX Corporation, a Delaware corporation ("SPX"), SAC Corp., a Delaware
corporation and a wholly- owned subsidiary of SPX ("Sub"), nor any of their
Affiliates or Associates will be deemed to be an Acquiring Person by virtue of
the approval, execution or delivery of the Agreement and Plan of Merger dated as
of July 19, 1998, as may be amended from time to time, among SPX, Sub and the
Company (the "Merger Agreement") or the consummation of the transactions
contemplated thereby.
The First Amendment also adds a new Section 35 to the Rights
Agreement, providing that notwithstanding any other provision of the Rights
Agreement, as amended by the First Amendment, neither the approval, execution or
delivery of the Merger Agreement nor the consummation of the transactions
contemplated thereby is or shall be deemed to be an event described in Section
11(a)(ii) or Section 13 of the Rights Agreement, nor will such performance or
consummation result in the occurrence of a Shares Acquisition Date, a
Distribution Date or any other separation of the Rights from the underlying
Common Shares, nor entitle or permit the holders of the Rights to exercise the
Rights or otherwise affect the rights of the holders of Rights, including giving
the holders of the Rights the right to acquire securities of any party to the
Merger Agreement.
If the Merger Agreement is terminated without the effective
time of the Merger having occurred, the First Amendment will be null and void.
The foregoing summary description of the First Amendment is
qualified in its entirety by reference to the full text of the First Amendment,
which is filed as Exhibit 4.2 hereto and is incorporated herein by reference.
Item 2. EXHIBITS
4.1 Rights Agreement, dated as of February 1, 1996, between
General Signal Corporation, a New York corporation, and First
Chicago Trust Company of New York, as Rights Agent
(incorporated by reference to General Signal Corporation's
Registration Statement on Form 8-A filed with the Securities
and Exchange Commission on February 7, 1996).
4
<PAGE>
4.2 First Amendment, dated as of July 19, 1998, to the Rights
Agreement, dated as of February 1, 1996, by and between
General Signal Corporation, a New York corporation, and First
Chicago Trust Company of New York, as Rights Agent.
5
<PAGE>
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, thereunto duly authorized.
Dated: July 23, 1998
GENERAL SIGNAL CORPORATION
By:/s/ Joanne L. Bober
Name:Joanne L. Bober
Title:Senior Vice President,
General Counsel
6
<PAGE>
EXHIBIT LIST
No.
4.1 Rights Agreement, dated as of February 1, 1996, between General Signal
Corporation and First Chicago Trust Company of New York, as Rights Agent
(incorporated by reference to General Signal Corporation's Registration
Statement on Form 8-A filed with the Securities and Exchange Commission
on February 7, 1996).
4.2 First Amendment, dated as of July 19, 1998, to the Rights Agreement,
dated as of February 1, 1996, by and between General Signal Corporation,
a New York corporation, and First Chicago Trust Company of New York, as
Rights Agent.
7
FIRST AMENDMENT TO RIGHTS AGREEMENT
THIS AMENDMENT (this "Amendment"), dated as of July 19, 1998,
to the Rights Agreement, dated as of February 1, 1996 (the "Rights Agreement"),
by and between General Signal Corporation, a New York corporation (the
"Company"), and First Chicago Trust Company of New York, as Rights Agent (the
"Rights Agent").
RECITALS
A. The Company and the Rights Agent have heretofore executed
and entered into the Rights Agreement.
B. Pursuant to Section 27 of the Rights Agreement, the Company
may from time to time supplement or amend the Rights Agreement in accordance
with the provisions of Section 27 thereof.
C. The Company proposes to enter into an Agreement and Plan of
Merger, dated as of July 19, 1998 (as it may be further amended or supplemented
from time to time, the "Merger Agreement") among SPX Corporation ("Parent"), SAC
Corp. ("Merger Sub") and the Company, with respect to a business combination of
the Company and Parent (the "Merger").
D. The Merger Agreement contemplates that the Company will
amend the Rights Agreement to the extent necessary to provide that the approval,
execution and delivery of the Merger Agreement and the consummation of the
transactions contemplated thereby will not (i) cause Parent, Merger Sub or any
of their Affiliates and Associates to become an Acquiring Person or (ii) cause
the occurrence of a Shares Acquisition Date or Distribution Date or otherwise
cause such Rights to separate from the underlying Common Stock or give such
holders the right to acquire securities of any party thereto.
E. The Board of Directors has determined that it is in the
best interest of the Company and its shareholders to amend the Rights Agreement
to exempt the Merger and the Merger Agreement, and all of the transactions
contemplated thereby, from the application of the Rights Agreement.
AGREEMENT
NOW, THEREFORE, the Rights Agreement is hereby amended as
follows:
1. Section 1(a) of the Rights Agreement is hereby modified and
amended by adding the following proviso at the end of the first sentence
thereof:
"; provided that neither SPX Corporation, a Delaware
corporation ("SPX"), SAC Corp., a Delaware
<PAGE>
corporation and a wholly owned subsidiary of SPX
("SPX Sub"), nor any of their Affiliates or
Associates shall be deemed to be an Acquiring Person
by virtue of the approval, execution or delivery of
the Agreement and Plan of Merger dated as of July 19,
1998, as may be amended from time to time, among SPX,
SPX Sub and the Company (the "SPX Merger Agreement")
or the consummation of the transactions contemplated
thereby.
2. The Rights Agreement is hereby further modified and amended
by adding a new Section 35 to the end thereof to read in its entirety as
follows:
"Section 35. Merger Agreement with SPX Corporation.
Notwithstanding any other provision of this Rights
Agreement, neither the approval, execution or
delivery of the SPX Merger Agreement nor the
consummation of the transactions contemplated thereby
is or shall be deemed to be a Section 11(a)(ii) Event
or Section 13 Event, nor will such performance or
consummation result in the occurrence of a Shares
Acquisition Date, a Distribution Date or any other
separation of the Rights from the underlying Common
Shares, nor entitle or permit the holders of the
Rights to exercise the Rights or otherwise affect the
rights of the holders of Rights, including giving the
holders of the Rights the right to acquire securities
of any party to the Merger Agreement."
3. This Amendment shall be effective as of the date hereof;
provided that if the Merger Agreement is terminated without the Effective Time
(as defined in the Merger Agreement) having occurred, this Amendment shall be
null and void.
4. This Amendment shall be deemed to be a contract made under
the laws of the State of New York and for all purposes shall be governed by and
construed in accordance with the laws of such State applicable to contracts to
be made and performed entirely within such State.
5. This Amendment may be executed in any number of
counterparts, each of which shall be an original, but such counterparts shall
together constitute one and the same instrument.
2
<PAGE>
6. Terms not defined herein shall, unless the context
otherwise requires, have the meanings assigned to such terms in the Rights
Agreement.
7. In all respects not inconsistent with the terms and
provisions of this Amendment, the Rights Agreement is hereby ratified, adopted,
approved and confirmed. In executing and delivering this Amendment, the Rights
Agent shall be entitled to all the privileges and immunities afforded to the
Rights Agent under the terms and conditions of the Rights Agreement.
[The remainder of this page has been intentionally left blank]
3
<PAGE>
IN WITNESS WHEREOF, this Amendment has been duly executed by
the Company and the Rights Agent as of the day and year first written above.
Attest: GENERAL SIGNAL CORPORATION
By: /s/ Janice A. Sullivan By: /s/ Joanne L. Bober
Name: Janice A. Sullivan Name: Joanne L. Bober
Title:Assistant Secretary Title: Senior Vice President
Attest: FIRST CHICAGO TRUST COMPANY OF
NEW YORK
By: /s/ David L. Cohn By: /s/ Joanne Gorostiola
Name: David L. Cohn Name: Joanne Gorostiola
Title:Customer Service Officer Title:Assistant Vice President
4
