FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report FEBRUARY 13, 1996
HASTINGS MANUFACTURING COMPANY
(Exact name of registrant as specified in its charter)
MICHIGAN 1-3574 38-0633740
(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification
incorporation) Number)
325 NORTH HANOVER STREET, HASTINGS, MICHIGAN 49058
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (616) 945-2491
Item 5. OTHER EVENTS
On February 13, 1996, the Board of Directors of Hastings
Manufacturing Company (the "Company") made a dividend distribution of one
Series A Preferred Stock Purchase Right (the "Rights") for each outstanding
share of common stock, $2.00 par value, of the Company (the "Common
Stock"), payable to shareholders of record on March 8, 1996. Each Right
entitles the registered holder thereof to purchase from the Company one
one-hundredth of a share of Series A Preferred Stock, $2 par value (the
"Preferred Stock"), at a price of $100, subject to adjustment. The Rights
are not exercisable until 10 days after any person or group acquires 15% or
more of the outstanding shares of Common Stock (the person or group that
acquires beneficial ownership of 15% or more of the outstanding shares of
Common Stock being herein referred to as an "Acquiring Person"), or
commences, or announces the intention to commence, a tender or exchange
offer for 30% or more of such shares of Common Stock. A person
beneficially owning 15% of the outstanding shares of Common Stock on
February 13, 1996, or any affiliates or associates thereof, will not
constitute an Acquiring Person under the Rights plan. After the Rights
become exercisable, if the Company were acquired in a merger or other
business combination transaction or if 50% or more of its assets or earning
power were sold, each Right would entitle the holder thereof to receive,
upon exercise thereof at the current exercise price of a Right, 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 exercise price
of the Right. Alternatively, in the event that an Acquiring Person were to
acquire the Company by means of a reverse merger in which the Company and
its Common Stock survive, or in the event that an Acquiring Person engages
in one of a number of self-dealing transactions specified in the Rights
Agreement, or in the event that an Acquiring Person becomes the beneficial
owner of more than 30% of the then outstanding shares of Common Stock
(except pursuant to an offer for all outstanding shares of Common Stock),
proper provision shall be made so that each holder of a Right, other than
the Acquiring Person (whose Rights will thereafter be void), would
thereafter have the right to receive upon exercise of a Right that number
of shares of Common Stock having a market value of two times the exercise
price of a Right. Further information on the Rights is contained in a
Summary of Rights to Purchase Series A Preferred Stock and in a Rights
Agreement dated as of February 13, 1996, between Hastings Manufacturing
Company and State Street Bank & Trust Co., as Rights Agent, copies of which
are filed as exhibits hereto and are incorporated herein by reference.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(c) Exhibits:
4. Rights Agreement dated as of February 13,
1996, between Hastings Manufacturing
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Company, and State Street Bank & Trust
Co., as Rights Agent.*
20. Summary of Rights to Purchase Series A
Preferred Stock. (Exhibit C to the Rights
Agreement)*
* Previously filed.
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.
HASTINGS MANUFACTURING COMPANY
(Registrant)
Dated: February 13, 1996 By /S/ ANDREW F. JOHNSON
Andrew F. Johnson
Its Co-Chief Executive Officer,
President/Operations and Director
Dated: February 13, 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
4 Rights Agreement dated as of February 13, 1996, between
Hastings Manufacturing Company, and State Street Bank &
Trust Co., as Rights Agent (incorporated by reference to
Exhibit 99(a) to the Registration Statement on Form 8-A
filed by the Company in connection herewith on February
15, 1996).
20 Summary of Rights to Purchase Series A Preferred Stock.
(Exhibit C to the Rights Agreement) (incorporated by
reference to Exhibit 99(a) to the Registration Statement
on Form 8-A filed by the Company in connection herewith
on February 15, 1996).
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