SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
AMENDMENT NO. 2
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) or (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
JOSLYN CORPORATION
(Exact name of registrant as specified in its charter)
Illinois 36-3560095
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
30 South Wacker Drive
Chicago, Illinois 60606
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
None None
Securities to be registered pursuant to Section 12(g) of the Act:
COMMON STOCK PURCHASE RIGHTS
(Title of class)
Page 1 of 16
Exhibit Index is on page 9.
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Item 1. Description of Securities to be Registered
Pursuant to a Shareholder Rights Plan adopted by Joslyn
Corporation (the "Corporation") on February 10, 1988, each
outstanding share of common stock, par value $1.25 per share (the
"Common Stock"), of the Corporation carries with it a common
stock purchase right (a "Right"). The description and terms of
the Rights are set forth in a Rights Agreement, dated as of
February 10, 1988, between the Corporation and The First National
Bank of Chicago, as rights agent (the "Rights Agent"), as amended
by an Amendment to Rights Agreement, dated as of September 2,
1994 (the "Amendment Date"), between the Corporation and the
Rights Agent. All references in this Item 1 to the "Rights
Agreement" shall mean such Rights Agreement as so amended.
Each right currently entitles the registered holder to
purchase from the Corporation one share of Common Stock at a
purchase price of $60, subject to adjustment in certain
circumstances (the "Purchase Price"), payable in cash or by
certified bank check or bank draft. In connection with a three-
for-two stock split in the form of a 50% stock dividend paid to
shareholders of record as of December 4, 1992, the original
Purchase Price per share ($90) was reduced to $60 and the
original Redemption Price (defined below) ($.05) was reduced to
$.03333.
Initially, the Rights are attached to the certificates
representing outstanding shares of Common Stock, and no separate
Rights Certificates evidencing the Rights will be distributed.
The Rights will separate from the Common Stock and a
"Distribution Date" will occur upon the earlier to occur of (i)
ten (10) days following the first date of public announcement
that a person (an "Acquiring Person") (other than the
Corporation, any subsidiary of the Corporation or any employee
benefit plan of the Corporation or of any subsidiary of the
Corporation), alone or together with affiliates and associates,
who or which (a) was, as of the Amendment Date, the beneficial
owner of 15% or more of the outstanding shares of Common Stock
(an "Existing Holder") and has become the beneficial owner of a
percentage of the shares of Common Stock then outstanding equal
to or greater than the percentage beneficially owned by such
Existing Holder, together with its affiliates and associates, as
of the Amendment Date plus 1% (the "Increased Percentage") or (b)
is not an Existing Holder and has become the beneficial owner of
15% or more of the shares of Common Stock then outstanding or
(ii) ten (10) business days (or such later date as may be
determined by action of the Board of Directors prior to such time
as any person becomes an Acquiring Person) following the
commencement of a tender offer or exchange offer the consummation
of which would result in the beneficial ownership by a person or
group (other than the Corporation, any subsidiary of the
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Corporation or any employee benefit plan of the Corporation or of
any subsidiary of the Corporation) of, in the case of an Existing
Holder, the Increased Percentage or more, or, in the case of any
other person or group, 15% or more, of the shares of Common Stock
then outstanding. The first date of public announcement that an
Acquiring Person has become such is referred to herein as the
"Stock Acquisition Date". Notwithstanding the foregoing, if the
Board of Directors of the Corporation determines in good faith
that a person who would otherwise be an Acquiring Person has
become such inadvertently, and such person divests as promptly as
practicable a sufficient number of shares of Common Stock so that
such person would no longer be an Acquiring Person, then such
person shall not be deemed to be an Acquiring Person for any
purpose of the Rights Agreement.
Until the Distribution Date, (i) the Rights will be
evidenced by and will be transferred with and only with such
Common Stock certificates, (ii) new Common Stock certificates
issued after March 4, 1988 upon transfer or new issuance of
Common Stock will contain a legend incorporating the Rights
Agreement by reference and (iii) the surrender for transfer of
any certificate for Common Stock will also constitute the
transfer of the Rights associated with the Common Stock
represented by such certificate.
The Rights are not exercisable until the Distribution
Date and will expire at the close of business on March 3, 1998
unless earlier redeemed by the Corporation as described below.
As soon as practicable after the Distribution Date,
Rights Certificates will be mailed to holders of record of Common
Stock as of the close of business on the Distribution Date and,
thereafter, such separate Rights Certificates alone will
represent the Rights. All shares of Common Stock issued prior to
the Distribution Date will be issued with Rights. Shares of
Common Stock issued after the Distribution Date will be issued
with Rights if such shares are issued pursuant to the exercise of
stock options or under an employee benefit plan, or upon the
conversion of securities issued after adoption of the Rights
Agreement. Except as otherwise determined by the Board of
Directors, no other shares of Common Stock issued after the
Distribution Date will be issued with Rights.
In the event that any person shall become an Acquiring
Person (unless pursuant to a transaction described in the
immediately succeeding paragraph), each holder of a Right will
thereafter have a right to receive, upon exercise of the Right,
the then number of shares of Common Stock for which a Right is
exercisable on the date on which a person has become an Acquiring
Person at an adjusted purchase price per share equal to the
greater of (i) 20% of the then current market price per share on
the date on which a person became an Acquiring Person and (ii)
the par value per share of Common Stock. Notwithstanding the
Page 3 of 16
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foregoing, following the occurrence of the event set forth in
this paragraph, all Rights held by any Acquiring Person (and its
associates, affiliates and certain transferees) will be null and
void. For example, assume that each Right not owned by an
Acquiring Person (or its associates, affiliates and certain
transferees) on the date of the event set forth in this paragraph
would entitle its holder to receive, upon exercise, one share of
Common Stock. If the then current market price per share of
Common Stock is $25, the holder of each valid Right would be
entitled to purchase one share of Common Stock for $5; i.e., at
20% of the then current market price. However, Rights are not
exercisable following the occurrence of the event set forth above
until such time as the Rights are no longer redeemable by the
Corporation as set forth below.
In the event that following the Stock Acquisition Date,
(i) the Corporation is acquired in a share exchange or in a
merger or consolidation in which the Corporation is not the
surviving corporation or in which all or part of the outstanding
shares of Common Stock is changed into or exchanged for
securities of any other person, cash or any other property, or
(ii) more than 50% of the Corporation's consolidated assets or
earning power is sold or transferred to any person (other than
the Corporation, any subsidiary of the Corporation or any
employee benefit plan of the Corporation or of any subsidiary of
the Corporation), each holder of a Right (except Rights which
have previously been voided as set forth above) shall thereafter
have the right to receive, upon exercise of the Right, such
number of shares of common stock of the acquiring company as
shall have a value equal to two times the exercise price of the
Right. For this purpose, the exercise price of the Right is the
Purchase Price multiplied by the number of shares of Common Stock
issuable upon exercise of a Right prior to the first occurrence
of any event described in this paragraph (initially one). For
example, assume that each Right not owned by the Acquiring Person
(or its associates, affiliates and certain transferees)
immediately prior to an event set forth in this paragraph would
entitle its holder to receive, upon exercise, one share of Common
Stock at a Purchase Price of $60. If the then current market
price per share of the Acquiring Person's Common Stock is $60,
the holder of each valid right would be entitled to receive two
shares of the Acquiring Person's Common Stock for $60; i.e., at a
50% discount.
The Purchase Price payable, and the number of shares of
Common Stock or other securities issuable, upon exercise of the
Rights are subject to adjustment from time to time (i) in the
event of a stock dividend on, or a subdivision, combination or
reclassification of, the Common Stock, (ii) in the event of
certain business combinations prior to a Stock Acquisition Date,
(iii) if holders of the Common Stock are granted certain rights
or warrants to subscribe for Common Stock or securities
convertible into Common Stock at less than the then current
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market price of the Common Stock, or (iv) upon the distribution
to holders of the Common Stock of evidences of indebtedness or
assets (excluding regular quarterly cash dividends) 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 amount to at
least 1% of the Purchase Price. No fractional shares of Common
Stock will be issued upon exercise of the Rights and, in lieu
thereof, a cash payment will be made based on the market price of
the Common Stock on the last trading date prior to the date of
exercise.
At any time until fifteen days following the Stock
Acquisition Date, the Corporation may redeem the Rights in whole,
but not in part, at a price of $.03333 per Right, subject to
adjustment (the "Redemption Price"), payable, at the election of
the Corporation, in cash or shares of Common Stock. Under
certain circumstances set forth in the Rights Agreement, the
decision to redeem shall require the concurrence of a majority of
the Continuing Directors. After the redemption period has
expired, the Corporation's right of redemption may be reinstated
if each Acquiring Person reduces his beneficial ownership to 10%
or less of the outstanding shares of Common Stock in a
transaction or series of transactions not involving the
Corporation. Immediately upon the action of the Board of
Directors of the Corporation ordering redemption of the Rights,
with, where required, the concurrence of the Continuing
Directors, the Rights will terminate and the only right of the
holders of Rights will be to receive the $.03333 per Right
Redemption Price.
The term "Continuing Directors" means any member of the
Board of Directors of the Corporation 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 Continuing
Directors, but shall not include an Acquiring Person, any
affiliate or associate of an Acquiring Person, or any
representative of the foregoing entities.
Until a Right is exercised, the holder thereof, as
such, will have no rights as a shareholder of the Corporation,
including, without limitation, the right to vote or to receive
dividends. While the distribution of the Rights will not be
taxable to shareholders or to the Corporation, shareholders may,
depending upon the circumstances, recognize taxable income in the
event that the Rights become exercisable for Common Stock (or
other consideration) of the Corporation or for common stock of an
acquiring company as set forth above.
Page 5 of 16
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Any of the provisions of the Rights Agreement, other
than the provisions relating to the principal economic terms of
the Rights, may be amended by the Board of Directors of the
Corporation prior to the Distribution Date. After the
Distribution Date, the provisions of the Rights Agreement may be
amended by the Board to cure any ambiguity, defect or
inconsistency, to make changes which do not adversely affect the
interests of holders of Rights (excluding the interests of any
Acquiring Person), or to shorten or lengthen any time period
under the Rights Agreement (under certain circumstances, with the
concurrence of a majority of the Continuing Directors); provided
that no amendment to adjust the time period governing redemption
shall be made at such time as the Rights are not redeemable.
As of June 30, 1994, there were 7,118,000 shares of
Common Stock outstanding. Each outstanding share of Common Stock
on March 4, 1988 received one Right. Until the Distribution
Date, the Corporation will issue one Right with each share of
Common Stock that shall become outstanding so that all such
shares will have attached Rights. Accordingly, 7,118,000 shares
of Common Stock are currently reserved for issuance upon exercise
of the Rights.
The Rights have certain anti-takeover effects. The
Rights will cause substantial dilution to a person or group that
attempts to acquire the Corporation without conditioning the
offer on a substantial number of Rights being acquired.
Accordingly, the existence of the Rights may deter certain
acquirors from making takeover proposals or tender offers in
which shareholders may otherwise desire to participate. The
Rights may make the removal of directors more difficult in a
takeover situation even if such removal would be beneficial to
shareholders generally. The Rights may be beneficial to
management in the event of a hostile tender offer and may have an
adverse impact on shareholders who may want to participate in
such a tender offer. However, the Rights are not intended to
prevent a takeover, but rather are designed to enhance the
ability of the Board of Directors to negotiate with an acquiror
on behalf of all of the shareholders. In addition, the Rights
should not interfere with any proxy contest.
The Rights should not interfere with any merger or
other business combination approved by the Board of Directors of
the Corporation since the Board of Directors may, at its option,
at any time until fifteen days following the Stock Acquisition
Date redeem all but not less than all of the then outstanding
Rights at $.03333 per Right. It is possible, however, that in
the event the Board of Directors fails to redeem the Rights
within the fifteen day period, thereby causing the Rights to
become nonredeemable, the Rights may deter acquisition
transactions that are otherwise fair to, and in the best
interests of, the shareholders.
Page 6 of 16
<PAGE>
The form of Rights Agreement between the Corporation
and the Rights Agent specifying the terms of the Rights, which
includes as Exhibit A the Form of Rights Certificate, is an
exhibit to this Registration Statement on Form 8-A and is
incorporated herein by reference. The foregoing description of
the Rights does not purport to be complete and is qualified in
its entirety by reference to such exhibit.
Item 2. Exhibits
1, 2 Rights Agreement, dated as of February 10, 1988,
between Joslyn Corporation and The First National Bank
of Chicago, as rights agent, which includes as Exhibit
A thereto the form of Rights Certificate (previously
filed). Pursuant to the Rights Agreement (as amended),
Rights Certificates will not be mailed until after the
earlier to occur of (i) ten (10) days following the
Stock Acquisition Date or (ii) ten (10) business days
(or such later date as the Board of Directors may
determine prior to such time as any person becomes an
Acquiring Person) following the date of the
commencement of a tender offer or exchange offer the
consummation of which would result in the beneficial
ownership by a person or group (other than the
Corporation, any subsidiary of the Corporation or any
employee benefit plan of the Corporation or any
subsidiary of the Corporation) of, in the case of an
Existing Holder, the Increased Percentage or more, or,
in the case of any other person or group, 15% or more,
of the shares of Common stock then outstanding.
2A Amendment to Rights Agreement, dated as of September 2,
1994 (filed with this amendment).
2B Certificate of Joslyn Corporation pursuant to Section
12 of the Rights Agreement (relating to the stock
dividend paid to shareholders of record on December 4,
1994) (filed with this amendment).
Page 7 of 16
<PAGE>
SIGNATURE
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, thereto duly authorized.
JOSLYN CORPORATION
By: L. G. Wolski
Name: L. G. Wolski
Title: Executive Vice President
Dated: September 9, 1994
Page 8 of 16
<PAGE>
EXHIBIT INDEX
Exhibit Sequentially
Number Description of Exhibit Numbered Page
1, 2 Rights Agreement, dated as of (Previously
February 10, 1988, between filed)
Joslyn Corporation and The First
National Bank of Chicago, as
Rights Agent, which includes as
Exhibit A thereto the form of
Rights Certificate.
2A Amendment to Rights Agreement, 10
dated as of September 2, 1994.
2B Certificate of Joslyn Corporation 16
pursuant to Section 12 of the
Rights Agreement (relating to the
stock dividend paid to shareholders
of record on December 4, 1992).
Page 9 of 16
Exhibit 2A
AMENDMENT TO RIGHTS AGREEMENT
AMENDMENT, dated as of September 2, 1994 (the
"Amendment"), to the Rights Agreement, dated as of February 10,
1988 (the "Rights Agreement"), between Joslyn Corporation, an
Illinois corporation (the "Corporation"), and The First National
Bank of Chicago, a national banking corporation (the "Rights
Agent").
Pursuant to and in compliance with Section 26 of the
Rights Agreement, the Corporation and the Rights Agent desire to
amend the Rights Agreement as set forth in this Amendment.
NOW, THEREFORE, in consideration of the premises and
the mutual agreements set forth herein and in the Rights
Agreement, the parties hereto hereby agree as follows:
1. Section 1(a) of the Rights Agreement is hereby
amended by deleting such Section in its entirety and by adding
the following in lieu thereof:
"(a) "Acquiring Person" shall mean any
Person who or which, together with all
Affiliates and Associates of such Person, (i)
was the Beneficial Owner, as of September 2,
1994, of 15% or more of the shares of Common
Stock of the Corporation then outstanding (an
"Existing Holder") and thereafter shall
become the Beneficial Owner of a percentage
of the shares of Common Stock of the
Corporation then outstanding equal to or
Page 10 of 16
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greater than the percentage of shares of
Common Stock of the Corporation beneficially
owned by such Existing Holder, together with
all Affiliates and Associates of such
Existing Holder, as of September 2, 1994,
plus 1% (the "Increased Percentage") or (ii)
is not an Existing Holder but is or becomes
the Beneficial Owner of 15% or more of the
shares of Common Stock of the Corporation
then outstanding, but in any case shall not
include the Corporation, any Subsidiary of,
or other Person controlled by, the
Corporation, any employee benefit plan of the
Corporation or any Subsidiary of the
Corporation, or any Person or entity
organized, appointed or established by the
Corporation for or pursuant to the terms of
any such plan. Notwithstanding the
foregoing, no Person shall become an
"Acquiring Person" as the result of an
acquisition of shares of Common Stock by the
Corporation which, by reducing the number of
shares of Common Stock of the Corporation
outstanding, increases the proportionate
number of shares of Common Stock beneficially
owned by such Person to, in the case of an
Existing Holder, a percentage equal to or
greater than the Increased Percentage or, in
the case of any other Person, 15% or more of
the shares of Common Stock of the Corporation
then outstanding; provided, however, that if
a Person, other than those Persons excepted
in the first sentence of this Section 1(a),
shall become the Beneficial Owner of, in the
case of an Existing Holder, a percentage
equal to or greater than the Increased
Percentage or, in the case of any other
Person, 15% or more of the shares of Common
Stock of the Corporation then outstanding, by
reason of acquisitions of shares of Common
Stock by the Corporation and shall, after
such acquisitions of shares of Common Stock
by the Corporation, become the Beneficial
Owner of any additional shares of Common
Stock of the Corporation, then such Person
shall be deemed to be an "Acquiring Person".
Notwithstanding the foregoing, if the Board
of Directors of the Corporation determines in
good faith that a Person who would otherwise
be an "Acquiring Person", as defined pursuant
to the foregoing provisions of this paragraph
(a), has become such inadvertently, and such
Person divests as promptly as practicable a
Page 11 of 16
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sufficient number of shares of Common Stock
so that such Person would no longer be an
"Acquiring Person", as defined pursuant to
the foregoing provisions of this paragraph
(a), then such Person shall not be deemed to
be an "Acquiring Person" for any purpose of
this Agreement."
2. Section 1(i) of the Rights Agreement is hereby
amended by deleting such Section in its entirety and by adding
the following in lieu thereof:
"(i) "Section 11(a)(ii) Event" shall
refer to any Person becoming an Acquiring
Person (unless the event causing such Person
to become an Acquiring Person is a
transaction described in Section 13(a))."
3. Section 3(a) of the Rights Agreement is hereby
amended by inserting in the seventh line the phrase "(or such
later date as may be determined by action of the Board of
Directors prior to such time as any Person becomes an Acquiring
Person)" after the words "Business Day".
4. Section 3(a) of the Rights Agreement is hereby
amended by deleting "30% or more of the shares of Common Stock
then outstanding" from the seventeenth and eighteenth lines
thereof and inserting the following phrase in lieu thereof:
", in the case of any Person who is an
Existing Holder, the Increased Percentage or
more, or, in the case of any other Person,
15% or more, of the shares of Common Stock of
the Corporation then outstanding"
Page 12 of 16
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5. Section 3(c) of the Rights Agreement is hereby
amended by inserting "and amended as of September 2, 1994"
following "February 10, 1988" in the sixth line of the legend set
forth therein.
6. Section 11(a)(ii) of the Rights Agreement is
hereby amended by deleting such Section in its entirety and by
adding the following in lieu thereof:
"(ii) In the event any Person shall
become an Acquiring Person (unless the event
causing such Person to become an Acquiring
Person is a transaction described in Section
13(a)), then proper provision shall be made
so that each holder of a Right (except as
provided below and in Section 7(e) hereof),
shall thereafter have a right to receive,
upon exercise thereof, the then number of
shares of Common Stock of the Corporation for
which a Right was exercisable on the date on
which a Person has become an Acquiring Person
(such number of shares being herein referred
to as the "Adjustment Shares") at an adjusted
Purchase Price (the "Section 11 Price") equal
to the product obtained by multiplying the
number of Adjustment Shares by the greater of
(A) 20% of the Current Market Price (as
determined pursuant to Section 11(d) hereof)
per share of Common Stock on the date on
which a Person has become an Acquiring Person
and (B) the par value per share of Common
Stock; and, following the date on which a
Person has become an Acquiring Person, the
Section 11 Price shall be the "Purchase
Price" for all purposes of this Agreement
(other than Section 13 hereof)."
7. Section 11(p) of the Rights Agreement is hereby
amended by deleting the phrase "or as a Passive Holder" at the
end of the second sentence thereof.
Page 13 of 16
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8. Section 13(d) of the Rights Agreement is hereby
deleted in its entirety.
9. Section 23(a) of the Rights Agreement is hereby
amended by placing a period at the end of page 44 of the Rights
Agreement and deleting the following phrase at the top of page 45
thereof in its entirety:
"unless, concurrent with such solicitation,
such Person (or one or more of its Affiliates
or Associates) is making a cash tender offer
pursuant to a Schedule 14D-1 (or any
successor form) filed with the Securities and
Exchange Commission for all outstanding
shares of Common Stock not beneficially owned
by such Person (or by its Affiliates or
Associates)."
10. The Form of Rights Certificate attached to the
Rights Agreement as Exhibit A is hereby amended by inserting
after "1988" in the second line of page A-2 thereof the phrase
"and amended as of September 2, 1994".
11. This Amendment shall be governed by and construed
in accordance with the laws of the State of Illinois.
12. This Amendment may be executed in any number of
counterparts and each of such counterparts shall for all purposes
be deemed to be an original, and all such counterparts shall
together constitute but one and the same instrument.
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13. Except as expressly set forth herein, this
Amendment shall not by implication or otherwise alter, modify,
amend or in any way affect any of the terms, conditions,
obligations, covenants or agreements contained in the Rights
Agreement, all of which are ratified and affirmed in all respects
and shall continue in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and attested, all as of the day and
year first above written.
Attest: JOSLYN CORPORATION
By Wayne M. Koprowski By L. G. Wolski
Name: Wayne M. Koprowski Name: L. G. Wolski
Title: Secretary Title: Executive Vice
President
Attest: THE FIRST NATIONAL BANK OF
CHICAGO
By L. Woods By R. Wiencek
Name: L. Woods Name: R. Wiencek
Title: Vice President Title: Asst. Vice President
Page 15 of 16
Exhibit 2B
JOSLYN CORPORATION
CERTIFICATE
Pursuant to Section 12 of the Rights Agreement, dated
as of February 10, 1988 (the "Rights Agreement"), between Joslyn
Corporation (the "Corporation") and The First National Bank of
Chicago, as rights agent (the "Rights Agent"), the Corporation
hereby certifies that (1) the Board of Directors of the
Corporation, by resolution duly adopted on October 21, 1992,
declared and authorized a three-for-two stock split in the form
of a 50% stock dividend (the "Stock Dividend") on each share of
Common Stock of the Corporation held by shareholders of record on
December 4, 1992 (the "Record Date"), (2) the Stock Dividend was
paid on December 17, 1992, and (3) as a result of the Stock
Dividend, and in accordance with Section 11(a)(1) of the Rights
Agreement, the Purchase Price (as defined in the Rights
Agreement) in effect as of the time of the Record Date has been
proportionately adjusted from the original Purchase Price of $90
per share to $60 per share and the Redemption Price (as defined
in the Rights Agreement) in effect as of the time of the Record
Date has been appropriately adjusted from the original Redemption
Price of $.05 per Right (as defined in the Rights Agreement) to
$.03333 per Right.
IN WITNESS WHEREOF, the Corporation has caused this
certificate to be signed on its behalf (and its corporate seal
affixed) by a duly authorized officer of the Corporation on
September 9, 1994, effective as of December 4, 1992.
JOSLYN CORPORATION
(Corporate Seal) By: Wayne M. Koprowski
Wayne M. Koprowski
Vice President, General
Counsel and Secretary
Page 16 of 16
