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): September 2, 1994
Joslyn Corporation
(Exact name of registrant as specified in charter)
Illinois 0-1252 36-3560095
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification
incorporation) No.)
30 South Wacker Drive, Chicago, Illinois 60606
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (312) 454-2900
Not applicable
(Former name or former address, if changed since last report)
Page 1 of 11
Exhibit Index is on page 4.
<PAGE>
Item 5. Other Events.
On September 2, 1994, Joslyn Corporation, an Illinois
corporation (the "Corporation"), and The First National Bank of
Chicago (the "Rights Agent") amended the Rights Agreement, dated as
of February 10, 1988 (the "Rights Agreement"), between the
Corporation and the Rights Agent.
The amendment (i) reduces from 20% to 15% (or, in the case
of any person who beneficially owned 15% or more of the Corporation's
Common Stock as of September 2, 1994 (an "Existing Holder"), a
percentage equal to or greater than the amount beneficially owned by
such Existing Holder on September 2, 1994, plus 1% (the "Increased
Percentage")), the beneficial ownership threshold that results in a
person becoming an "Acquiring Person" under the Rights Agreement and
(ii) reduces from 30% to 15% (or, in the case of an Existing Holder,
the Increased Percentage) the percentage of the Corporation's Common
Stock sought in a tender offer the commencment of which would result
in a distribution of rights under the Rights Agreement. The
amendment also (a) provides that the "flip-in" provision under the
Rights Agreement is operative immediately once anyone becomes an
Acquiring Person (all other triggers to the "flip-in" provision and
certain exceptions are deleted), (b) allows the Board of Directors to
delay the distribution of rights certificates if any such tender or
exchange offer has been commenced so long as no one has become an
Acquiring Person and (c) excludes from the definition of "Acquiring
Person" anyone who the Board of Directors determines has
inadvertently become an Acquiring Person and who promptly divests a
sufficient number of shares of the Corporation's Common Stock so as
to no longer be an Acquiring Person.
Copies of the amendment to the Rights Agreement and the
press release of the Corporation announcing such amendment are filed
as exhibits hereto and incorporated by reference into this Current
Report on Form 8-K.
Item 7. Exhibits.
4 Amendment to Rights Agreement, dated as of September
2, 1994 between Joslyn Corporation and The First
National Bank of Chicago, as Rights Agent.
99 Press Release of the Corporation dated September 2,
1994.
Page 2 of 11
<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 thereunto duly authorized.
JOSLYN CORPORATION
By: L. G. Wolski
Name: L. G. Wolski
Title: Executive Vice President
Dated: September 9, 1994
Page 3 of 11
<PAGE>
EXHIBIT INDEX
Sequentially
Exhibit Numbered
Number Description of Exhibit Page
4 Amendment to Rights Agreement, dated 5
as of September 2, 1994 between Joslyn
Corporation and The First National
Bank of Chicago, as Rights Agent.
99 Press Release dated September 2, 1994 11
Page 4 of 11
Exhibit 4
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 greater than the percentage of shares
of Common Stock of the Corporation beneficially
owned by such Existing Holder, together with all
Page 5 of 11
<PAGE>
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 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."
Page 6 of 11
<PAGE>
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"
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.
Page 7 of 11
<PAGE>
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.
8. Section 13(d) of the Rights Agreement is hereby
deleted in its entirety.
Page 8 of 11
<PAGE>
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.
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
Page 9 of 11
<PAGE>
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 10 of 11
FOR IMMEDIATE RELEASE
Exhibit 99
Chicago, Illinois - September 2, 1994 - Joslyn Corporation today
announced that Joslyn has amended its shareholder rights plan to
reduce certain triggering thresholds from 20% to 15%. As a result of
the amendments, subject to certain exceptions, the acquisition by a
person or group of 15% or more of the outstanding Joslyn common
shares will entitle the holders of rights, other than the acquiring
person or group, to purchase a specified amount of Joslyn common
stock at 20% of its then current market price.
On August 12, 1994, Danaher Corporation filed a statement on Schedule
13D with the Securities and Exchange Commission indicating that it
has accumulated 7.6% of Joslyn's common shares and concurrently filed
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 for
clearance to purchase up to 15% of such shares.
Joslyn Corporation, now in its 92nd year, provides diversified
products and services primarily to the electric utility,
telecommunication, defense and industrial markets. Joslyn also
manufactures equipment for the following industries: aerospace,
building construction and petrochemical. It has approximately 2,050
employees and operates facilities in the United States and Canada.
Shares are traded over the counter. Joslyn stock is listed on the
NASDAQ National Market System. The NASDAQ symbol is JOSL.
Media contact at Joslyn: William J. Rotenberry 312-454-2921.
Page 11 of 11
