SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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): August 10, 1998
HON INDUSTRIES Inc.
(Exact name of registrant as specified in its charter)
IOWA 0-2648 42-0617510
(State or other jurisdiction (Commission) (IRS Employer
of incorporation) File Number) Identification No.)
414 East Third Street, P.O. Box 1109, 52761-7109
Muscatine, Iowa (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (319) 264-7400
(Former name or former address, if changed since last report)
<PAGE>
ITEM 5. Other Events.
On August 10, 1998, the Board of Directors of HON INDUSTRIES
Inc. (the "Company") declared a dividend distribution of one
right (a "Right") for each share of common stock, par value $1.00
per share (the "Common Shares"), of the Company outstanding at
the close of business on August 20, 1998 (the "Record Date"),
pursuant to the terms of a Rights Agreement, dated as of August
13, 1998 (the "Rights Agreement"), between the Company and Harris
Trust and Savings Bank, as Rights Agent. The Rights Agreement
also provides, subject to specified exceptions and limitations,
that Common Shares issued or delivered from the Company's
treasury after the Record Date will be entitled to and
accompanied by Rights. The Rights are in all respects subject to
and governed by the provisions of the Rights Agreement, a copy of
which (including all exhibits thereto) is filed as Exhibit 4.1
hereto and incorporated herein by this reference. A summary
description of the Rights is set forth in Exhibit C to the Rights
Agreement.
ITEM 7. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired: N/A
(b) Pro Forma Financial Information: None
(c) Exhibits:
Exhibit
Number Exhibit
4.1 Rights Agreement (including a Form of Statement of
Resolution as Exhibit A thereto, a Form of Right
Certificate as Exhibit B thereto and a Summary of
Rights to Purchase Preferred Stock as Exhibit C
thereto), incorporated by reference to Exhibit 4.1
to the Company's Registration Statement on Form 8A
filed on August 14, 1998
99.1 Form of letter to stockholders, dated August 19,
1998, incorporated by reference to Exhibit 99.1 to
the Company's Registration Statement on Form 8A
filed on August 14, 1998
99.2 Press release, dated August 13, 1998
<PAGE>
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.
HON INDUSTRIES Inc.
By /s/ James I. Johnson
James I. Johnson
Vice President, General Counsel
and Secretary
Dated: August 14, 1998
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Exhibit
4.1 Rights Agreement (including a Form of Statement of
Resolution as Exhibit A thereto, a Form of Right
Certificate as Exhibit B thereto and a Summary of
Rights to Purchase Preferred Stock as Exhibit C
thereto), incorporated by reference to Exhibit 4.1
to the Company's Registration Statement on Form 8A
filed on August 14, 1998
99.1 Form of letter to stockholders, dated August 19,
1998, incorporated by reference to Exhibit 99.1
to the Company's Registration Statement on Form 8A
filed on August 14, 1998
99.2 Press release, dated August 13, 1998
EXHIBIT 99.2
HON INDUSTRIES P.O. Box 1109, Muscatine, Iowa 52761-7109
News Release
FOR INFORMATION CONTACT: David Stuebe, Vice President and CFO
(319) 264-7400
Beth Coronelli, Investor Relations Manager
(319) 264-7992
HON INDUSTRIES INC. ANNOUNCES SHARE PURCHASE RIGHTS PLAN
Muscatine, Iowa (August 13, 1998) -- HON INDUSTRIES Inc. (NYSE:HNI)
announced today board action adopting a new share purchase rights plan.
Under the plan, rights will be issued to stockholders of record on
August 20, 1998. The new plan replaces HON INDUSTRIES' existing rights
plan that expired on August 12, 1998.
"This action was taken after long and careful study," said Jack D.
Michaels, Chairman, President and CEO of HON INDUSTRIES. "Like the
company's existing rights plan, the new plan is intended to protect the
company and its stockholders from potentially coercive takeover
practices or takeover bids which are not in the interest of the company
and its stockholders."
"The inclusion of a share purchase rights plan has become common
practice in major American companies and a well-accepted approach to
ensure that all stockholders receive a fair price and are treated
equally in the event of a takeover," Michaels added. "The adoption of a
new rights plan is not in response to any pending takeover or proposed
change in control of the company."
The rights will trade together with the common stock and will not be
exercisable, initially. The rights generally will become exercisable, in
the absence of further board action, if a person or group acquires 20
percent or more of the outstanding shares of HON INDUSTRIES' common
stock. Once the rights are exercisable, the stockholder, other than the
acquiring person or group, may purchase common stock at a discount.
Under certain circumstances, the rights will entitle the stockholder to
buy shares in an acquiring entity at a discount.
The plan also includes an exchange option. After the rights become
exercisable, the Board of Directors has an option to exchange part or
all of the rights for shares of HON INDUSTRIES' common stock. Under
this option, HON INDUSTRIES would issue one share of common stock for
each right, subject to adjustment in certain circumstances. This
exchange would not apply to shares held by the person or group whose
actions trigger the exercisability.
HON INDUSTRIES' Board of Directors may redeem all rights for $.01 per
right, generally at any time before the rights become exercisable. The
rights will expire August 20, 2008, unless redeemed, exchanged or
amended by the Board of Directors.
The issuance of the rights is not a taxable event; will not affect HON
INDUSTRIES' reported financial condition or results of operations,
including earnings per share; and will not change the way in which HON
INDUSTRIES' common stock is currently traded. Shareholders will receive
additional details regarding the plan.
HON INDUSTRIES Inc. is the largest producer of value-priced office
furniture and the fourth largest manufacturer and marketer of office
furniture in the U.S. It is also the nation's largest manufacturer and
marketer of gas- and wood-burning fireplaces and stoves. HON
INDUSTRIES' common stock is traded on the New York Stock Exchange under
the symbol HNI.
###
