SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
FORM 8-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
HASTINGS MANUFACTURING COMPANY
(Exact name of registrant as specified in its charter)
MICHIGAN NO. 38-0633740
(State of incorporation or organization) (IRS Employer
Identification No.)
325 NORTH HANOVER STREET
HASTINGS, MICHIGAN 49058
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
<S> <C> <C>
Series A Preferred American Stock Exchange
Stock Purchase Rights
</TABLE>
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
(Title of Class)
Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
On February 13, 1996, the Board of Directors of Hastings
Manufacturing Company (the "Company") declared a dividend of one Series A
Preferred Stock Purchase Right (the "Rights") on each outstanding share of
common stock, $2 par value (the "Common Stock"), of the Company to
shareholders of record on March 8, 1996. Each Right will entitle the
holder thereof until March 7, 2006 (or, if earlier, until the redemption of
the Rights), to buy one one-hundredth of a share of Series A Preferred
Stock, $2.00 par value (the "Preferred Stock"), at an exercise price of
$100, subject to certain antidilution adjustments. The Rights will be
represented by certificates for Common Stock and will not be exercisable or
transferable apart from the Common Stock until the earlier of (i) the tenth
day after the public announcement that a person or group has acquired
beneficial ownership of 15% or more of the outstanding shares of Common
Stock (such a person being referred to herein as an "Acquiring Person" and
the date that 15% or more of the outstanding shares of Common Stock is
acquired being referred to herein as the "Stock Acquisition Date"), or (ii)
the tenth day after a person or group commences, or announces an intention
to commence, a tender or exchange offer the consummation of which would
give such person or group beneficial ownership of 30% or more of the
outstanding shares of Common Stock (the earlier of such dates being
referred to herein as the "Distribution Date"). A person beneficially
owning 15% of the outstanding shares of Common Stock on February 13, 1996,
shall not be deemed an Acquiring Person, nor shall the existence of such a
shareholder trigger the distribution of Rights Certificates or make the
Rights exercisable. Separate certificates representing the Rights will be
mailed to record holders of Common Stock as of the Distribution Date. The
Rights will first become exercisable on the Distribution Date, unless
earlier redeemed, and could then begin trading separately from the Common
Stock. Until a right is exercised, the holder thereof, as such, will have
no rights as a shareholder of the Company, including the right to vote or
to receive dividends. The description and terms of the Rights are set
forth in a Rights Agreement (the "Rights Agreement") between the Company
and State Street Bank & Trust Co., as Rights Agent (the "Rights Agent").
Each share of Preferred Stock purchasable upon exercise of the
Rights will have a minimum preferential quarterly dividend rate of $10 per
share but will be entitled to an aggregate dividend of 100 times the
dividend declared on the shares of Common Stock. In the event of
liquidation, the holders of Preferred Stock will receive a minimum
preferred liquidation payment of $100 per share but will be entitled to
receive an aggregate liquidation payment equal to 100 times the payment
made per share of Common Stock. Each share of Preferred Stock will have
100 votes, voting together with the Common Stock. In the event of any
merger, consolidation or other transaction in which shares of Common Stock
are exchanged, each share of Preferred Stock will be entitled to receive
100 times the amount received per share of Common Stock. The rights of the
holders of Preferred Stock as to dividends, liquidation and voting, and in
the event of mergers and consolidations, are protected by customary
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antidilution provisions. Because of the nature of the Preferred Stock's
dividend, liquidation and voting rights, the value of the interest in a
share of Preferred Stock purchasable upon the exercise of each Right should
approximate the value of one share of Common Stock.
In the event that, after the Stock Acquisition Date, the Company
is a party to a merger or other business combination transaction or in the
event 50% or more of the Company's assets or earning power is sold, each
Right will entitle its holder to purchase, at the then exercise price of
the Rights, that number of shares of common stock of the acquiring company
which at the time of such transaction would have a market value of two
times the then exercise price of the Rights. Alternatively, in the event
that, anytime following the Distribution Date, an Acquiring Person were to
acquire the Company by means of a reverse merger in which the Company and
its stock survive, or were to engage in certain "self-dealing"
transactions, or were to acquire 30% of the then outstanding shares of
Common Stock (except pursuant to an offer for all outstanding shares of
Common Stock deemed fair by the Company's Board of Directors as provided in
the Rights Agreement), each Right not owned by such Acquiring Person (whose
Rights would thereafter be void) would become exercisable for the number of
shares of Common Stock which, at that time, would have a market value of
two times the then exercise price of the Right.
The Rights are redeemable, in whole but not in part, at a price
of $.01 per Right at any time prior to the thirtieth day after the Stock
Acquisition Date. Under certain circumstances set forth in the Rights
Agreement between the Company and State Street Bank & Trust Co., the
decision to redeem shall require the concurrence of a majority of the
Disinterested Directors. The term "Disinterested Directors" means any
member of the Board of Directors who was a member of the Board prior to the
date of the Rights Agreement, and any person who is subsequently elected to
the Board if such person is recommended or approved by a majority of the
Disinterested Directors. Disinterested Directors do not include an
Acquiring Person, or an Affiliate or Associate of an Acquiring Person (as
such terms are defined in the Rights Agreement), or any representative of
the foregoing entities. After the redemption period has expired, the right
to redeem may be reinstated if an Acquiring Person reduces his ownership of
Common Stock to 10% or less of the then outstanding shares of Common Stock
in one or more transactions not involving the Company. Immediately upon
the action of the Board of Directors ordering redemption of the Rights,
with, if required, the concurrence of a majority of the Disinterested
Directors, the Rights will terminate and thereafter, unless the right to
redeem is reinstated, the only right of holders of the Rights will be to
receive the redemption price. The Rights will expire on March 7, 2006
(unless earlier redeemed).
The purchase price payable, and the number of one one-hundredths
of a share of Preferred Stock or other securities or property issuable,
upon exercise of the Rights is subject to adjustment from time to time to
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prevent dilution (i) in the event of a stock dividend on, or a
subdivision, combination or reclassification of, the Preferred Stock,
(ii) as a result of the grant to holders of the Preferred Stock of certain
rights or warrants to subscribe for Preferred Stock or convertible
securities at less than the current market price of the Preferred Stock, or
(iii) as a result of the distribution to holders of the Preferred Stock of
evidences of indebtedness or assets (excluding regular periodic cash
dividends at a rate not in excess of 125% of the last cash dividend
theretofore paid or dividends payable in Preferred Stock) 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 require an adjustment of at least 1% in such
purchase price.
Other than those provisions relating to the principal economic
terms of the Rights, any of the provisions of the Rights Agreement may be
amended by the Board of Directors of the Company prior to the Distribution
Date. After the Distribution Date, the provisions of the Rights Agreement
may be amended by the Board (in certain circumstances, with the concurrence
of the Disinterested Directors) in order to cure any ambiguity, to make
changes which do not adversely affect the interests of holders of Rights,
or to shorten or lengthen any time period under the Rights Agreement, so
long as no amendment to adjust the time period governing redemption shall
be made at a time when the Rights are not redeemable.
As of February 14, 1996, there were 388,668 shares of Common
Stock outstanding and 15,290 shares reserved for issuance. One Right will
be distributed to shareholders of the Company for each share of Common
Stock owned of record by them on March 8, 1996. As long as the Rights are
attached to the Common Stock, the Company will issue one Right with each
new share of Common Stock issued so that all such shares will have Rights
attached. The Company's Board of Directors has reserved for issuance upon
exercise of the Rights 5,000 shares of Preferred Stock.
The Rights have certain antitakeover effects. The Rights will
cause substantial dilution to a person or group that attempts to acquire
the Company on terms not approved by the Company's Board of Directors,
except pursuant to an offer conditioned on the Rights being redeemed. The
Rights should not interfere with any merger or other business combination
approved by the Board of Directors prior to the thirtieth day after the
Stock Acquisition Date since the Rights may be redeemed by the Company at
$.01 per Right prior to such time.
The Rights Agreement, dated as of February 13, 1996, between the
Company and State Street Bank & Trust Co. as Rights Agent, specifying the
terms of the Rights (which includes as Exhibit B the form of Rights
Certificate and as Exhibit C the Summary of Rights to Purchase Series A
Preferred Stock), and a letter to the holders of the Company's Common Stock
explaining the Rights, dated on or about February 14, 1996, are attached
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hereto as exhibits and are incorporated herein by reference. The foregoing
description of the Rights is qualified by reference to such exhibits.
Item 2. EXHIBITS
99(a).*
Rights Agreement, dated as of February 13, 1996, between Hastings
Manufacturing Company and State Street Bank & Trust Co., which includes the
form of Rights Certificate as Exhibit B and the Summary of Rights to
Purchase Series A Preferred Stock as Exhibit C. Pursuant to the Rights
Agreement, printed Rights 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, other than a person beneficially owning 15% of the
outstanding shares of Common Stock on February 13, 1996 (or Affiliates or
Associates thereof), has acquired beneficial ownership of 15% or more of
the outstanding shares of Common Stock or the tenth day after a person or
group commences or announces an intention to commence a tender or exchange
offer for 30% or more of the outstanding shares of Common Stock.
99(b).*
Form of letter to holders of Common Stock of Hastings
Manufacturing Company, dated on or about February 14, 1996.
_______________
* Previously filed.
SIGNATURES
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.
HASTINGS MANUFACTURING COMPANY
(Registrant)
Dated: March 4, 1996 By /S/ ANDREW F. JOHNSON
Andrew F. Johnson
Its Co-Chief Executive Officer,
President/Operations and Director
Dated: March 4, 1996 By /S/ MARK R. S. JOHNSON
Mark R. S. Johnson
Its Co-Chief Executive Officer,
President/Marketing and Director
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EXHIBIT INDEX
EXHIBIT DOCUMENT
99(a)* Rights Agreement, dated as of February 13, 1996, between
Hastings Manufacturing Company and State Street Bank & Trust
Co., which includes the form of Rights Certificate as Exhibit
B and the Summary of Rights to Purchase Series A Preferred
Stock as Exhibit C. Pursuant to the Rights Agreement, printed
Rights 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, other than a person
beneficially owning 15% of the outstanding shares of Common
Stock on February 13, 1996 (or Affiliates or Associates thereof),
has acquired beneficial ownership of 15% or more of the
outstanding shares of Common Stock or the tenth day after a
person or group commences or announces an intention to commence
a tender or exchange offer for 30% or more of the outstanding
shares of Common Stock.
99(b)* Form of letter to holders of Common Stock of Hastings
Manufacturing Company, dated on or about February 14, 1996.
_______________
* Previously filed.
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