SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): April 12, 1999
Harmon Industries, Inc.
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(Exact Name of Registrant as Specified in Charter)
Missouri 0-7916 44-0657800
(State or Other (Commission (I.R.S. Employer
Jurisdiction of File Number) Identification Number)
Incorporation)
1600 NE Coronado Drive
Blue Springs, Missouri 64014
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code:
(816) 229-3345
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Item 5. Other Events.
On April 12, 1999, the Board of Directors of Harmon
Industries, Inc. (the "Company") declared a dividend of one common share
purchase right (a "Right") for each outstanding share of Common Stock, par value
$0.25 per share, of the Company (the "Common Stock"). The dividend distribution
is payable on April 26, 1999 (the "Record Date") to the shareholders of record
as of the close of business on that date. Each Right entitles the registered
holder to purchase from the Company one share of Common Stock at a price of
$85.00 per share (the "Purchase Price"), subject to adjustment. The description
and terms of the Rights are set forth in a Rights Agreement dated as of April
26, 1999, as the same may be amended from time to time (the "Rights Agreement"),
between the Company and UMB Bank, N.A., as Rights Agent (the "Rights Agent").
Until the earlier to occur of (i) the close of business on the
tenth business day following the date of public announcement or the date on
which the Company first has notice or determines that a person or group of
affiliated or associated persons (other than the Company, any subsidiary of the
Company or any employee benefit plan of the Company) (an "Acquiring Person") has
acquired, or obtained the right to acquire, 20% or more of the outstanding
shares of voting stock of the Company without the prior express written consent
of the Company executed on behalf of the Company by a duly authorized officer of
the Company following express approval by action of at least a majority of the
members of the Board of Directors then in office (the "Stock Acquisition Date")
or (ii) the close of business on the tenth business day (or such later date as
may be determined by action of the Board of Directors but not later than the
Stock Acquisition Date) following the commencement of a tender offer or exchange
offer, without the prior written consent of the Company, by a person (other than
the Company, any subsidiary of the Company or any employee benefit plan of the
Company) which, upon consummation, would result in such party's control of 20%
or more of the Company's voting stock (the earlier of the dates in clause (i) or
(ii) above being called the "Distribution Date"), the Rights will be evidenced,
with respect to any of the Common Stock certificates outstanding as of the
Record Date, by such Common Stock certificates.
The Rights Agreement provides that, until the Distribution
Date (or earlier redemption or expiration of the Rights), the Rights will be
transferred with and only with the Company's Common Stock. Until the
Distribution Date (or earlier redemption, exchange or expiration of the Rights),
new Common Stock certificates issued after the Record Date upon transfer or new
issuances of Common Stock will contain a notation incorporating the Rights
Agreement by reference. Until the Distribution Date (or earlier redemption,
exchange or expiration of the Rights), the surrender for transfer of any
certificates for shares of Common Stock outstanding as of the Record Date, even
without such notation or a copy of this Summary of Rights, 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 Common Stock as of the close of business on the
Distribution Date and such separate certificates alone will then evidence the
Rights.
ii
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The Rights are not exercisable until the Distribution Date.
The Rights will expire, if not previously exercised, on April 26, 2009 (the
"Final Expiration Date"), unless the Final Expiration Date is extended or unless
the Rights are earlier redeemed or exchanged by the Company.
The Purchase Price payable, and the number of shares of Common
Stock or other securities or property 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 issuance of Common Stock or rights to subscribe for
shares of Common Stock, or securities convertible into Common Stock with a
conversion price of less than the then-current market price of the Common Stock
or (iii) upon the distribution to holders of Common Stock of securities (other
than those described in (ii) above), evidences of indebtedness or assets
(excluding regular periodic cash dividends or dividends out of earnings or
retained earnings).
If any person or group (other than the Company, any subsidiary
of the Company, any employee benefit plan of the Company) acquires 20% or more
of the Company's outstanding voting stock without the prior written consent of
the Board of Directors, each Right, except those held by such persons, would
entitle each holder of a Right to acquire such number of shares of the Company's
Common Stock as shall equal the result obtained by multiplying the then current
Purchase Price by the number of shares of Common Stock for which a Right is then
exercisable and dividing that product by 50% of the then current per-share
market price of Company Common Stock.
If any person or group (other than the Company, any subsidiary
of the Company, or any employee benefit plan of the Company) acquires more than
20% but less than 50% of the outstanding Company Common Stock without prior
written consent of the Board of Directors, each Right, except those held by such
persons, may be exchanged by the Board of Directors for one share of Company
Common Stock.
If the Company were acquired in a merger or other business
combination transaction where the Company is not the surviving corporation or
where Company Common Stock is exchanged or changed or 50% or more of the
Company's assets or earnings power is sold in one or several transactions
without the prior written consent of the Board of Directors, each Right would
entitle the holders thereof (except for the Acquiring Person) to receive such
number of shares of the acquiring company's common stock as shall be equal to
the result obtained by multiplying the then current Purchase Price by the number
of shares of Common Stock for which a Right is then exercisable and dividing
that product by 50% of the then current market price per share of the common
stock of the acquiring company on the date of such merger or other business
combination transaction.
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 shares of Common Stock will be issued.
In lieu of fractional shares, an adjustment in cash will be made based on the
market price of the Common Stock on the last trading day prior to the date of
exercise.
iii
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At any time prior to the time an Acquiring Person becomes
such, the Board of Directors of the Company may redeem the Rights in whole, but
not in part, at a price of $0.01 per Right (the "Redemption Price"). The
redemption of the Rights may be made effective at such time, on such basis and
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.
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, but not limited to, an amendment to lower certain thresholds
described above to not less than the greater of (i) any percentage greater than
the largest percentage of the voting power of all securities of the Company then
known to the Company to be beneficially owned by any person or group of
affiliated or associated persons (other than an excepted person) 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.
Until a Right is exercised, the holder thereof, as such, will
have no rights as a shareholder of the Company, including, without limitation,
the right to vote or to receive dividends.
A copy of the Rights Agreement has been filed with the
Securities and Exchange Commission as an Exhibit to a Registration Statement on
Form 8-A. A copy of the Rights Agreement is available free of charge from the
Company. This summary description of the Rights does not purport to be complete
and is qualified in its entirety by reference to the Rights Agreement, as the
same may be amended from time to time, which is hereby incorporated herein by
reference.
iv
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
Exhibit No. Description of Exhibit
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4 Rights Agreement, dated as of April 26, 1999 between
Harmon Industries, Inc. and UMB Bank, N.A., as Rights
Agent, which includes the form of Right Certificate
as Exhibit A and the Summary of Common Stock Purchase
Rights as Exhibit B. Pursuant to the Rights
Agreement, printed Right Certificates will not be
mailed until as soon as practicable after the earlier
of the tenth day after public announcement that a
person or group (except for certain exempted persons
or groups) has acquired beneficial ownership of 20%
or more of the outstanding shares of Common Stock or
the tenth business day (or such later date as may be
determined by action of the Board of Directors) after
a person commences, or announces its intention to
commence, a tender offer or exchange offer the
consummation of which would result in the beneficial
ownership by a person or group of 20% or more of the
outstanding shares of Common Stock (incorporated by
reference to Exhibit 1 to the Form 8-A filed by
Harmon Industries, Inc. on April 14, 1999).
99 Press release dated April 13, 1999.
SIGNATURE
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.
HARMON INDUSTRIES, INC.
(Registrant)
Date: April 13, 1999 By: /s/ Charles M. Foudree
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Name: Charles M. Foudree
Title: Executive Vice President-Finance
v
<PAGE>
EXHIBIT INDEX
Exhibit No. Description of Exhibit
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4 Rights Agreement, dated as of April 26, 1999 between
Harmon Industries, Inc. and UMB Bank, N.A., as Rights
Agent, which includes the form of Right Certificate
as Exhibit A and the Summary of Common Stock Purchase
Rights as Exhibit B. Pursuant to the Rights
Agreement, printed Right Certificates will not be
mailed until as soon as practicable after the earlier
of the tenth day after public announcement that a
person or group (except for certain exempted persons
or groups) has acquired beneficial ownership of 20%
or more of the outstanding shares of Common Stock or
the tenth business day (or such later date as may be
determined by action of the Board of Directors) after
a person commences, or announces its intention to
commence, a tender offer or exchange offer the
consummation of which would result in the beneficial
ownership by a person or group of 20% or more of the
outstanding shares of Common Stock (incorporated by
reference to Exhibit 1 to the Form 8-A filed by
Harmon Industries, Inc. on April 14, 1999).
99 Press release dated April 13, 1999.
vi
Exhibit 99
HARMON INDUSTRIES, INC. CHARLES M. FOUDREE
NASDAQ:HRMN (816) 229-3345
FOR IMMEDIATE RELEASE [email protected]
HARMON INDUSTRIES, INC. DECLARES DIVIDEND DISTRIBUTION OF
COMMON STOCK PURCHASE RIGHTS
BLUE SPRINGS, MO. (April 13, 1999) - On April 12, 1999, the Board of Directors
of Harmon Industries, Inc. (NASDAQ: HRMN), approved the adoption of a
Shareholder Rights Plan designed to discourage takeovers that involve abusive
tactics or do not provide fair value to shareholders.
"The Board of Directors determined that adopting the Shareholder Rights Plan is
an effective and reasonable method to safeguard the interests of our
shareholders," said Robert E. Harmon, Chairman of the Board of Directors. "We
are particularly concerned that the future benefits of current programs and
initiatives could be denied to shareholders by an opportunistic, undervalued
acquisition of the Company. The plan is designed to assure that shareholders are
not deprived of their rights to share in the full measure of the Company's
long-term potential, while not preventing a fully valued bid for the Company."
The Shareholder Rights Plan provides for a dividend distribution of one Common
Stock Purchase Right for each outstanding share of Harmon Industries, Inc.
common stock. The dividend distribution will be made to shareholders of record
on April 26, 1999. Each shareholder is automatically entitled to the Rights, and
no physical distribution of new certificates will be made at this time. The
Rights distribution is not taxable to shareholders.
The Rights will be exercisable only if a person or group (except for certain
exempted persons or groups) acquires 20% or more of Harmon Industries, Inc.
common stock or announces a tender offer which would result in ownership of 20%
or more of the common stock. The Rights entitle the holder to purchase one share
of Common Stock at an exercise price of $85 and will expire on April 26, 2009.
Following the acquisition of 20% or more of Harmon Industries, Inc. common stock
by a person or group, the holders of the Rights (other than the acquiring
person) will be entitled to purchase shares of common stock at one-half the then
current market price, and, in the event of a subsequent merger or other
acquisition of the Company, to buy shares of common stock of the acquiring
entity at one-half of the market price of those shares.
Harmon Industries, Inc. will be able to redeem the Rights at $0.01 per Right at
any time until a person or group acquires 20% or more of the Company's shares.
A letter outlining the Shareholder Rights Plan in more detail will be sent to
the Company's shareholders following the record date.
Harmon Industries, Inc., is a leading supplier of signal, inspection, train
control and communications products and systems to freight and transit systems
throughout the world. The company is traded in the over-the-counter market and
is quoted on the NASDAQ National Market System under the symbol HRMN. For
further information, please contact Charles M. Foudree, executive vice
president-finance, Harmon Industries, Inc., 1600 N.E. Coronado Drive, Blue
Springs, MO 64014. The telephone number is (816) 229-3345.
