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) October 25, 1998
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JACOBSON STORES INC.
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(Exact name of registrant as specified in its charter)
Michigan 0-6319 38-0686330
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
3333 Sargent Road, Jackson, Michigan 49201-8847
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (517) 764-6400
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Item 5. Other Events.
On August 27, 1998, the Board of Directors of Jacobson Stores Inc.
(the "Company") declared a dividend of one Series A Preferred Stock Purchase
Right (a "Right") on each outstanding common share, $1 par value (the "Common
Shares"), of the Company. The dividend is payable to the shareholders of
record at the close of business on October 25, 1998, and with respect to
Common Shares issued thereafter until the Distribution Date (as defined
below), and in certain circumstances, with respect to Common Shares issued
after the Distribution Date. On October 8, 1998, the Executive Committee of
the Board of Directors of the Company adopted the Rights Agreement (the
"Rights Agreement") dated as of October 9, 1998 between the Company and
Norwest Bank Minnesota, N.A. (the "Rights Agent") pursuant to which the
Rights are issued. Each Right, when it becomes exercisable, entitles the
registered holder to purchase from the Company one one-hundredth of a share
of Series A Preferred Stock, $1 par value (the "Preferred Stock"), of the
Company at a price of $100 per one one-hundredth of a share of Preferred
Stock, subject to adjustment.
The Rights are not exercisable until the earlier to occur of (i) the
first date of public announcement that a person or group of affiliated or
associated persons, other than the Company, any subsidiary, or an employee
benefit plan of the Company, has acquired, or obtained the right to acquire,
beneficial ownership of 20% or more of the outstanding Common Shares (except
pursuant to a Permitted Offer, as defined hereafter, certain acquisitions of
Common Shares by the Company, certain inadvertent acquisitions, and certain
acquisitions specifically permitted by the Company's Board of Directors), or
(ii) 10 days (or such later date as the Company's Board of Directors may
determine) following the commencement of, or public announcement of an
intention to commence (which remains in effect for five business days), a
tender offer or exchange offer, the consummation of which would result in a
person or group becoming an Acquiring Person (as defined hereafter), the
earlier of such dates being called the "Distribution Date". A person or group
whose acquisition of Common Shares causes a Distribution Date pursuant to
clause (i) above is an "Acquiring Person." The date that a person or group
becomes an Acquiring Person is the "Shares Acquisition Date."
In the event that any person becomes an Acquiring Person (except
pursuant to a tender or exchange offer for all outstanding Common Shares at a
price and on terms which a majority of the Company's Disinterested Directors
who are not officers of the Company determines to be fair to shareholders and
otherwise in the best interests of the Company and its shareholders, other
than such Acquiring Person, its affiliates and associates (a "Permitted
Offer")), each holder of a Right will thereafter have the right (the "Flip-In
Right") to receive upon exercise, at the then current exercise price of the
Right, that number of Common Shares (or, in certain circumstances, one
one-hundredths of a share of Preferred Stock, or other securities, property
or assets of the Company) having an average market value during a specified
time period (immediately before such person becomes an Acquiring Person)
equal to two times the exercise price of such Right. Notwithstanding the
foregoing, following the occurrence of a person becoming an Acquiring Person,
any Rights that are, or (under certain circumstances specified in the Rights
Agreement) were, beneficially owned by any Acquiring Person or any affiliate
or associate thereof will immediately become null and void. In other words,
the Rights holders, other than the Acquiring Person and certain others, may
purchase Common Shares (or, in certain circumstances, other securities or
property) at a 50% discount.
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Alternatively, in the event that, at any time on or following the
Shares Acquisition Date, (i) the Company is a party to a merger or other
business combination transaction in which the holders of all of the
outstanding Common Shares immediately before the consummation of the
transaction are not the holders of all of the surviving corporation's voting
power, or (ii) more than 50% of the Company's assets or earning power are
sold or transferred, in either case with or to an Acquiring Person or any
affiliate or associate or any other person in which such Acquiring Person,
affiliate or associate has an interest or any person acting on behalf of or
in concert with such Acquiring Person, affiliate or associate, or, if in such
transaction all holders of Common Shares are not treated alike, any other
person, then each holder of a Right (except Rights that have been voided as
set forth above) shall thereafter have the right (the "Flip-Over Right") to
receive, upon exercise, at the then current exercise price of the Rights,
common shares of the acquiring company (or in the event there is more than
one acquiring company, the acquiring company receiving the greatest portion
of the assets or earning power transferred) having an average market value
during a specified time period equal to two times the exercise price of the
Right. In other words, the Rights holders, other than the Acquiring Person
and certain others, may purchase the acquiring company's common shares at a
50% discount.
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 October 9, 1998, between Jacobson Stores Inc. and Norwest Bank
Minnesota, N.A., copies of which are filed as exhibits hereto and are
incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits:
4. Rights Agreement dated as of October 9, 1998,
between Jacobson Stores Inc. and Norwest Bank
Minnesota, N.A., as Rights Agent, incorporated by
reference to Exhibit 1 to the Company's
Registration Statement on Form 8-A (file no.
0-6319) filed with the Securities and Exchange
Commission on October 26, 1998.
20. Summary of Rights to Purchase Series A Preferred
Stock, incorporated by reference to Exhibit C to
the Rights Agreement, filed as Exhibit 1 to the
Company's Registration Statement on Form 8-A (file
no. 0-6319) filed with the Securities and Exchange
Commission on October 26, 1998.
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SIGNATURES
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.
Dated: October 23, 1998 JACOBSON STORES, INC.
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(Registrant)
By: /s/ Paul W. Gilbert
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Its: Vice Chairman of the Board
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EXHIBIT INDEX
Exhibit Description
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4. Rights Agreement dated as of October 9, 1998, between
Jacobson Stores Inc. and Norwest Bank Minnesota, as Rights
Agent, incorporated by reference to Exhibit 1 to the
Company's Registration Statement on Form 8-A (file no.
0-6319) filed with the Securities and Exchange Commission
on October 26, 1998.
20. Summary of Rights to Purchase Series A Preferred Stock,
incorporated by reference to Exhibit C to the Rights
Agreement, filed as Exhibit 1 to the Company's Registration
Statement on Form 8-A (file no. 0-6319) filed with the
Securities and Exchange Commission on October 26, 1998.
