<PAGE> 1
------------------------------------------------------------------------------
As filed with the Securities and Exchange Commission on June 9, 1997.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
KEYSTONE INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in its Charter)
TEXAS 74-1058689
(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
9600 WEST GULF BANK DRIVE
HOUSTON, TEXAS 77040
(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
to be so registered which each class is to be registered
PREFERRED STOCK PURCHASE RIGHTS NEW YORK STOCK EXCHANGE
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check
the following box. [ ]
If this Form relates to the registration of a class of debt securities and is
to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [ ]
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
NONE
(Title of Class)
------------------------------------------------------------------------------
<PAGE> 2
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
(A) CAPITAL STOCK.
Not applicable.
(B) DEBT SECURITIES.
Not applicable.
(C) WARRANTS AND RIGHTS.
On June 20, 1990, the board of directors ("Board") of Keystone
International, Inc., a Texas corporation ("Keystone" or the "Company"),
declared a dividend of one Preferred Stock Purchase Right ("Right" or "Rights")
for each outstanding share of Keystone's common stock, $1.00 par value ("Common
Stock"). The dividend is payable on July 9, 1990 to record holders of shares of
Common Stock as of the close of business on July 2, 1990 ("Record Date").
Each Right entitles the registered holder to purchase one
one-thousandth (1/1000) of a share of the Company's Series A Junior
Participating Preferred Stock ("Series A Preferred Stock") at an exercise price
of $80.00 ("Exercise Price"). The terms and conditions of the Rights are
contained in the Rights Agreement, dated as of March 31, 1990, between the
Company and NCNB Texas National Bank, as Rights Agent ("Rights Agreement").
Initially, the Rights will not be exercisable, certificates representing the
rights will not be issued, and the Rights will trade automatically with the
Common Stock.
Until the close of business on the "Distribution Date," which term is
defined to mean the earlier to occur of (a) ten calendar days (subject to
extension by the Board) after public announcement that a person or group of
persons has acquired beneficial ownership of 20% or more of the outstanding
shares of Common Stock; or (b) ten business days (subject to extension by the
Board) after public announcement of a tender or exchange offer which, if
consummated, would result in the acquisition by a person or group of persons of
beneficial ownership of 20% or greater of the shares of Common Stock, the
Rights will be evidenced, with respect to any of the Common Stock certificates
outstanding as of the Record Date, by the Common Stock certificate. (Any person
or group of persons referred to in subparagraphs (a) and (b) above being
referred to herein as an "Acquiring Person").
Common Stock certificates issued during the period commencing July 2,
1990 and ending on the Distribution Date (on the earlier redemption or
expiration of the Rights), will bear a legend incorporating by reference the
Rights Agreement. As soon as practicable following the Distribution Date,
separate Rights Certificates ("Rights Certificates") will be mailed to the
holders of record of Common Stock at the close of business on the Distribution
Date. Thereafter, the
-2-
<PAGE> 3
Rights Certificates alone will evidence the Rights, and the Rights will be
transferable separate and apart from the Common Stock.
The Rights are not exercisable until the Distribution Date. Under
certain circumstances, as set forth in the Rights Agreement, Rights issued to,
or beneficially owned by, a person who is or becomes an Acquiring Person, or an
associate or affiliate (each as defined in the Rights Agreement) of such
Acquiring Person will become null, void and non-transferable. After the
Distribution Date, each Right will be exercisable to purchase, for the Exercise
Price, 1/1000 of a share of Series A Preferred Stock. In general, each share of
the Series A Preferred Stock will be vested with the same rights as 1000 shares
of Common Stock, except for a modest preference over the Common Stock in the
event of the Company's liquidation. Each share of Series A Preferred Stock will
be vested with 1000 votes. The Series A Preferred Stock, when and if issued,
will vote with the Common Stock, except in certain limited circumstances and as
otherwise required by law. The Rights will expire at the close of business on
March 31, 2000 ("Expiration Date") unless earlier redeemed by the Board, as
hereafter described.
The aggregate number of shares of Series A Preferred Stock issuable
upon the exercise of rights will be deposited, if, as and when issued, with
NCNB Texas National Bank, as Depositary, under the Depositary Agreement between
the Company and NCNB Texas National Bank, as Depositary. NCNB Texas National
Bank, as Depositary, will upon written order issue Depositary Receipts, each
representing one or more Depositary Preferred Shares. Each Depositary Preferred
Share will represent the equitable ownership of 1/1000 of a share of Series A
Preferred Stock. Each Depositary Preferred Share will entitle the holder to
cast one vote on all matters upon which the holders of the Series A Preferred
Stock will be entitled to vote, and will otherwise be largely fungible with a
share of Common Stock.
The Series A Preferred Stock will be non-redeemable and, unless
otherwise provided in connection with the designation of a subsequent series of
preferred stock, will be subordinate to all other series of the Company's
preferred stock. Each share of Series A Preferred Stock will be entitled to
receive dividends, when, as and if declared by the Board, out of legally
available funds, provided that no dividend will be declared and paid in respect
of the Common Stock (other than in shares of Common Stock) unless a dividend is
simultaneously declared and paid in respect of the Series A Preferred Stock in
an amount equal to 1000 times (subject to adjustments in certain events) the
amount of the dividend declared and paid in respect of the Common Stock.
In the event of the liquidation, dissolution or winding up of the
Company, each share of Series A Preferred Stock will be entitled to receive,
prior to the holders of shares of the Company's capital stock ranking junior
thereto, a distribution in the amount of $10 per share, together with an amount
equal to any declared but unpaid dividends thereon, to the date of the
distribution; provided, that the holders of the Series A Preferred Stock will
be entitled to receive an aggregate amount per share equal to 1000 times
(subject to adjustment in certain events) the aggregate amount distributed per
share to the holders of the Common Stock.
In the event of any consolidation, merger, combination, or other
transaction in which the
-3-
<PAGE> 4
shares of Common Stock are exchanged for, or changed into, other stock or
securities, cash or other property, then the shares of Series A Preferred Stock
will be likewise changed or exchanged in an amount per share equal to 1000
times (subject to adjustment in certain events) the aggregate amount of stock
or securities, cash or property into or for which the shares of Common Stock
are changed or exchanged.
The Exercise Price payable, and the number of shares of Series A
Preferred Stock properly issuable, upon the exercise of Rights are subject to
adjustment to prevent dilution (i) if the Company should declare a dividend
payable in, subdivide or combine, the Common Stock, (ii) upon the grant to
holders of the Common Stock of rights, options or warrants entitling the holder
to subscribe for or purchase Common Stock, or securities convertible into
Common Stock, at an exercise price per share of Common Stock less than the then
current market price per share of Common Stock or (iii) upon the distribution
of evidences of indebtedness, cash (other than a regular periodic cash dividend
out of the earnings as retained earnings of the Company), assets (other than a
dividend payable in Common Stock, but including a dividend payable in stock
other than Common Stock) or convertible securities, subscription rights or
warrants (other than those referred to in subparagraph (ii) above).
The Board may, at its option, at any time after a person becomes an
Acquiring Person, exchange all or part of the then outstanding and exercisable
Rights for shares of Common Stock at an exchange ratio of one share of Common
Stock per Right; provided, that the Board may not effect such an exchange after
the time that any Acquiring Person, together with its affiliates and associates
(each as defined in the Rights Agreement) becomes the beneficial owner of 50%
or more of the shares of Common Stock then outstanding.
The Board may, at any time prior to the earlier of (i) ten days
(subject to extension by the Board) following the Stock Acquisition Date, which
term is defined to mean the date of the first public announcement by the
Company or an Acquiring Person representing that an Acquiring Person has become
such or (ii) the Expiration Date, redeem all, but not less than all, of the
then outstanding Rights at a redemption price of $.001 per Right ("Redemption
Price"), which Redemption Price is subject to adjustment. Immediately upon the
election of the Board to redeem the Rights, the right to exercise the Rights
will terminate. The sole right with which a Rights holder will then be vested
is the right to receive the Redemption Price.
Prior to the Distribution Date, any provision of the Rights Agreement
may, at the direction of the Board, be supplemented or amended without the
approval of the holders of Common Stock. After the Distribution Date, the Board
may direct the supplementation or amendment of the Rights Agreement, without
the approval of the holders of Rights Certificates, in order (a) to cure any
ambiguity inherent in the Rights Agreement, (b) to correct or supplement any
provision of the Rights Agreement which is defective, or inconsistent with any
other provision therein, (c) to shorten or lengthen any time period prescribed
in the Rights Agreement or (d) to amend or supplement any provision of the
Rights Agreement in any manner which the Company may deem necessary or
desirable and which will not adversely affect the interests of the holders of
the Rights Certificates (other than the Acquiring Person, its affiliates or
associates (each as defined in the
-4-
<PAGE> 5
Rights Agreement)).
Unless the Rights are redeemed earlier, after the Stock Acquisition
Date, each Right will entitle the holder (other than Rights owned by the
Acquiring Person) to purchase, for the Exercise Price, a number of Depositary
Preferred Shares having a market value of twice the Exercise Price.
Unless the Rights are redeemed earlier, if, after the Stock
Acquisition Date, (i) the Company is involved in a merger or other business
combination in which the Company is not the surviving corporation, or its
Common Stock is changed into or exchanged for other securities or assets, or
(ii) more than 50% of the Company's assets or earning power is sold or
transferred in one or a series of related transactions, then each Right will
entitle the holder to purchase, for the Exercise Price, a number of shares of
the common stock of the other party to the business combination, or acquiring
or transferor company (or in certain circumstances, an affiliate) having a
market value of twice the Exercise Price.
On July 2, 1992 the Company signed an Appointment and Amendment with
Continental Stock Transfer & Trust Company, appointing Continental Stock
Transfer & Trust Company the new Rights Agent under the Rights Agreement and
under the Depositary Agreement originally dated as of March 31, 1990 between
the Company and NCNB Texas National Bank, and adding to the list of
qualifications of the Rights Agent under the Rights Agreement the requirement
that the Rights Agent meet the financial requirements of Rule 496 of the New
York Stock Exchange rules.
On May 20, 1997 the Company announced that the Company, Tyco
International Ltd., a Massachusetts corporation ("Tyco"), and T6 Acquisition
Corp., a wholly owned subsidiary of Tyco ("Sub"), had entered into an Agreement
and Plan of Merger (the "Merger Agreement") pursuant to which Sub will merge
with and into the Company and all outstanding shares of the Company will be
exchanged for common shares of Tyco.
Immediately prior to the execution of the Merger Agreement, the
Company and the Rights Agent executed an amendment to the Rights Agreement (the
"Amendment"). The Amendment (i) provides that the definition of "Acquiring
Person" in Section 1 of the Rights Agreement is amended such that such
definition excludes Tyco and any subsidiary or affiliate of Tyco, so long as
neither Tyco nor any subsidiary or affiliate of Tyco is the beneficial owner of
more than 1% of the issued and outstanding capital stock of the Company other
than capital stock of the Company acquired solely by reason of the Merger
Agreement. As a result, under the terms of the Merger Agreement, neither Tyco
nor any subsidiary or affiliate of Tyco shall be an Acquiring Person for any
purpose under the Rights Agreement, including, without limitation, with respect
to the definitions contained therein of "Distribution Date," "Section 11(a)(ii)
Event," "Section 13 Event," "Stock Acquisition Date" and "Triggering Event";
and (ii) amends Subsection 11(a)(ii) to substitute the phrase "Acquiring
Person" for the phrase "the Beneficial Owner of more than 20% or more of the
shares of Common Stock then outstanding" to make that subsection consistent
with the definitions provided in the Rights Agreement.
-5-
<PAGE> 6
The form of Rights Agreement between the Company and the Rights Agent
specifying the terms of the Rights, which includes as Exhibit C thereto the
form of Right Certificate, is attached as Exhibit 1 to the Form 8-A and is
incorporated herein by reference. The forgoing description of the Rights does
not purport to be complete and is qualified in its entirety by reference to the
form of Rights Agreement (and the exhibits thereto) and the Amendments attached
hereto.
ITEM 2. EXHIBITS.
Exhibit No. Description of Exhibit
1.1 Amendment to Rights Agreement dated as of May 20, 1997
between the Company and Continental Stock Transfer & Trust
Company, as Rights Agent.
1.2 Appointment and Amendment dated as of July 2, 1992 between
the Company and Continental Stock Transfer & Trust Company,
as new Rights Agent under the Rights Agreement and Depositary
Agreement.
1.3 Rights Agreement dated as of March 31, 1990 between the
Company and NCMB Texas National Bank, as Rights Agent, which
includes as Exhibit A the Form of Depositary Agreement
between the Company and the Rights Agent, as depositary, as
Exhibit B the Form of Certificate of Designations,
Preferences and Rights of Series A Preferred Stock, as
Exhibit C the Form of Right Certificate, and as Exhibit D the
Summary of Rights to Purchase Preferred Stock. (Incorporated
by reference to Exhibit 1 of Form 8-A filed by the Company
with the Securities and Exchange Commission on July 17,
1990.)
-6-
<PAGE> 7
SIGNATURES
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.
KEYSTONE INTERNATIONAL, INC.
Date: May 30, 1997 By: /s/ Bruce M. Taten
------------------------------
Name: Bruce M. Taten
----------------------------
Title: Vice President and
General Counsel
---------------------------
-7-
<PAGE> 8
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description of Exhibit
<S> <C>
1.1 Amendment to Rights Agreement dated as of May 20, 1997
between the Company and Continental Stock Transfer & Trust
Company, as Rights Agent.
1.2 Appointment and Amendment dated as of July 2, 1992 between
the Company and Continental Stock Transfer & Trust Company,
as new Rights Agent.
1.3 Rights Agreement dated as of March 31, 1990 between the
Company and NCMB Texas National Bank, as Rights Agent, which
includes as Exhibit A the Form of Depositary Agreement
between the Company and the Rights Agent, as depositary, as
Exhibit B the Form of Certificate of Designations,
Preferences and Rights of Series A Preferred Stock, as
Exhibit C the Form of Right Certificate, and as Exhibit D the
Summary of Rights to Purchase Preferred Stock. (Incorporated
by reference to Exhibit 1 of Form 8-A filed by the Company
with the Securities and Exchange Commission on July 17,
1990.)
</TABLE>
-8-
<PAGE> 1
AMENDMENT TO RIGHTS AGREEMENT
THIS AMENDMENT TO RIGHTS AGREEMENT (this "Amendment") is entered into
by Keystone International, Inc. a Texas corporation ("Keystone"), and
Continental Stock Transfer & Trust Company (the "Rights Agent"), effective as
of May 20, 1997.
WHEREAS, Keystone and NCNB Texas National Bank, as original rights
agent, entered into that certain Rights Agreement dated as of March 31, 1990
(the "Agreement"); and
WHEREAS, Keystone and Continental Stock Transfer & Trust Company
entered into an Appointment and Amendment to the Agreement dated as of July 2,
1992, whereunder Continental Stock Transfer & Trust Company was appointed, and
agreed to serve as, the Rights Agent; and
WHEREAS, Keystone and the Rights Agent desire to amend the Agreement
as provided therein pursuant to Section 27 of the Agreement, which authorizes
Keystone and the Rights Agent, if Keystone so directs, to supplement or amend
any provision of the Agreement without the approval of any holders of
Keystone's Common Stock (as defined in the Agreement).
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein set forth the parties hereto agree as follows:
1. The definition of "Acquiring Person" in Section 1 of the Agreement
is hereby amended and restated in its entirety to read as follows:
"Acquiring Person" means any Person (as hereinafter defined)
who or which, together with all Affiliates and Associates (as such
terms are hereinafter defined) of such Person, shall be the Beneficial
Owner (as hereinafter defined) of 20% or more of the shares of Common
Stock then outstanding, but shall not include (i) the Company, (ii)
any Subsidiary (as hereinafter defined) of the Company, (iii) any
employee benefit plan of the Company or of any Subsidiary of the
Company, or any Person or entity organized, appointed or established
by the Company or any Subsidiary of the Company for or pursuant to the
terms of any such plan; or (iv) Tyco International Ltd. ("Tyco"), a
Massachusetts corporation, and any Subsidiary or Affiliate of Tyco, so
long as neither Tyco nor any Subsidiary or Affiliate of Tyco is the
Beneficial Owner of more than 1% of the issued and outstanding capital
stock of the Company other than capital stock of the Company of which
Tyco or any Subsidiary or Affiliate of Tyco is the Beneficial Owner
solely by reason of (A) the Agreement and Plan of Merger dated May 20,
1997 by and among Tyco, T6 Acquisition Corp. and the Company, as
amended from time to time (the "Merger Agreement"), or (B) the
acquisition of shares of Common Stock pursuant to the Merger (as
defined in the Merger Agreement). If
<PAGE> 2
any of these exceptions to the definition of an Acquiring Person
apply, then the Person to whom the exception pertains shall not be an
Acquiring Person for any purpose under this Agreement, including,
without limitation, with respect to the definitions of Distribution
Date, Section 11(a)(ii) Event, Section 13 Event, Stock
Acquisition Date and Triggering Event.
Notwithstanding any provision of this Agreement to the
contrary, (i) no Distribution Date, Section 11(a)(ii) Event, Section
13 Event, Stock Acquisition Date or Triggering Event shall be deemed
to have occurred, (ii) neither Tyco nor any Subsidiary or Affiliate of
Tyco shall be deemed to have become an Acquiring Person, and (iii) no
holder of Rights shall be entitled to exercise such Rights under, or
be entitled to any other rights pursuant to, this Agreement solely by
reason of (A) the approval, execution or delivery of the Merger
Agreement, (B) the acquisition of shares of Common Stock pursuant to
the Merger (as defined in the Merger Agreement), or (C) the
consummation of the Merger (as defined in the Merger Agreement);
provided, however, that in the event Tyco or any Subsidiary or
Affiliate of Tyco becomes the Beneficial Owner after the date hereof
of any shares of Common Stock in any manner other than as set forth in
subsection (iv) of the previous paragraph, the provisions of this
sentence (other than this proviso) shall not be applicable; and
provided, further, that, notwithstanding Section 27 of this Agreement,
any supplement or amendment to this Agreement can, in the Company's
discretion, have retroactive effect with respect to Tyco and its
Subsidiaries and Affiliates, regardless of whether Tyco and its
Subsidiaries and Affiliates consent, and regardless of whether the
supplement or amendment has an adverse affect on Tyco or its
Subsidiaries or Affiliates.
2. Subsection 11(a)(ii) is hereby amended and restated in its entirety
to read as follows:
(ii) If any Person, alone or together with its Affiliates and
Associates, shall, at any time after the date of this Agreement,
become an Acquiring Person, then proper provision shall promptly be
made so that each holder of a Right, except as otherwise provided
below and in Section 7(e), shall thereafter have the right to receive,
upon exercise thereof at the then current Purchase Price in accordance
with the terms of this Agreement, such number of duly authorized,
validly issued, fully paid and nonassessable Depositary Shares (such
number of shares being referred to herein as the "Adjustment Shares")
as shall be equal to the result obtained by (x) multiplying the then
current Purchase Price by the number of Depositary Shares for which a
Right was exercisable immediately prior to the first occurrence of a
Section 11(a)(ii) Event and (y) dividing that product (which,
following such first occurrence, shall thereafter be referred to as
the "Purchase
- 2 -
<PAGE> 3
Price" for each Right and for all purposes of this Agreement) by 50%
of the current market price (determined pursuant to Section 11(d)(i))
per share of Common Stock on the date of the first occurrence of a
Section 11(a)(ii) Event; provided that if the transaction that would
otherwise give rise to the foregoing adjustment is also subject to the
provisions of Section 13, then only the provisions of Section 13 shall
apply and no adjustment shall be made pursuant to this Section
11(a)(ii). After any Person has become an Acquiring Person, the
Company shall not enter into any transaction if at any time of or
immediately after such transaction there are rights, warrants,
instruments or securities outstanding or any agreements or
arrangements which, as a result of the consummation of such
transaction, would substantially diminish or otherwise eliminate the
benefits intended to be afforded by the Rights.
3. Except as specifically provided herein, the Agreement shall
continue in full force and effect in accordance with its terms without
amendment or modification.
4. This document may be executed in multiple counterparts, each of
which shall be deemed to be one and the same Amendment.
IN WITNESS WHEREOF, the undersigned parties hereby execute and agree
to be bound by this Amendment, effective as of the date first written above.
KEYSTONE INTERNATIONAL, INC.
By: /s/ Bruce M. Taten
---------------------------------------
Name: Bruce M. Taten
-------------------------------------
Title: Vice President and General Counsel
------------------------------------
Countersigned:
CONTINENTAL STOCK TRANSFER &
TRUST COMPANY
as Rights Agent
By: /s/ R. Bernhammer
---------------------------------------
Name: R. Bernhammer
-------------------------------------
Title: Vice Pres.
------------------------------------
-3-
<PAGE> 1
APPOINTMENT AND AMENDMENT
THIS APPOINTMENT AND AMENDMENT is made this 2nd day of July 1992 by
Keystone International, Inc., a Texas corporation ("KII"), and Continental
Stock Transfer & Trust Company ("Continental"),
W I T N E S S E T H:
WHEREAS, KII and NationsBank of Texas, N.A., formerly NCNB Texas
National Bank, ("NationsBank"), are parties to each of that certain Rights
Agreement, dated as of March 31, 1990 (the "Rights Agreement"), and Depositary
Agreement, dated as of March 31, 1990 (the "Depositary Agreement"), pursuant to
which NationsBank served as Rights Agent and Depositary, respectively;
WHEREAS, NationsBank has tendered to KII its resignation as Rights
Agent and Depositary under the Rights Agreement and Depositary Agreement,
respectively;
WHEREAS, KII desires to appoint Continental as successor Rights Agent
and Depositary under the Rights Agreement and Depositary Agreement,
respectively, and Continental desires to accept such appointments; and
WHEREAS, simultaneous to such appointments, KII desires to effect an
amendment to Section 21 of the Rights Agreement.
WHEREAS, NOW THEREFORE, for and in consideration of the premises, and
the mutual and dependent promises contained herein, the parties hereto,
intending to be legally bound hereby, agree as follows:
1. KII hereby appoints Continental as Rights Agent under the Rights
Agreement and Continental hereby accepts such appointment, all in accordance
with the terms and subject to the conditions of the Rights Agreement, and
effective as of 5:00 P.M., Houston, Texas time, on July 2, 1992 (the "Effective
Time").
2. (a) Effective as of the Effective Time, Section 21 of the Rights
Agreement is hereby amended to be and read in its entirety as follows:
Section 21. Change of Rights Agent. The Rights Agent or any successor
Rights Agent may resign and be discharged from its duties under this
Agreement upon 30 days' notice in writing mailed to the Company and to
each transfer agent of the Common Stock and Preferred Stock by
registered or certified mail, and, subsequent to the Distribution
Date, to the holders of the Right Certificates by mail. The Company
may remove the Rights Agent or any successor Rights Agent
<PAGE> 2
upon 30 days' notice in writing, mailed to the Rights Agent or
successor Rights Agent, as the case may be, and to each transfer agent
of the Common Stock and Preferred Stock by registered or certified
mail, and, subsequent to the Distribution Date, to the holders of the
Rights Certificates by mail. If the Rights Agent shall resign or be
removed or shall otherwise become incapable of acting, the Company
shall appoint a successor to the Rights Agent. If the Company shall
fail to make such appointment within a period of 30 days after giving
notice of such removal or after it has been notified in writing of
such resignation or incapacity by the resigning or incapacitated
Rights Agent or by the holder of a Right Certificate (who shall, with
such notice, submit his Right Certificate for inspection by the
Company), then the registered holder of any Right Certificate may
apply to any court of competent jurisdiction for the appointment of a
new Rights Agent. Any successor Rights Agent, whether appointed by the
Company or by such a court, shall be (a) a corporation organized and
doing business under the laws of the United States or of any state of
the United States, in good standing, having a corporate trust office
in the city of New York, which is authorized under such laws to
exercise stock transfer or corporate trust powers and is subject to
supervision or examination by federal or state authority and which has
at the time of its appointment as Rights Agent a combined capital and
surplus of at least $50,000,000; or (b) an affiliate of a Corporation
described in clause (a) of this sentence; or (c) meets the financial
requirements of Rule 496 of the New York Stock Exchange rules, whether
by net worth and/or by bonds from one or more A + A.M. Best's rated
insurance company(s) and/or by a corporate guarantee from a
corporation that has equity of at least twice the balance being
guaranteed. After appointment, the successor Rights Agent shall be
vested with the same powers, rights, duties and responsibilities as if
it had been originally named as Rights Agent without further act or
deed; but the predecessor Rights Agent shall deliver and transfer to
the successor Rights Agent any property at the time held by it
hereunder, and execute and deliver any further assurance, conveyance,
act or deed necessary for the purpose. Not later than the effective
date of any such appointment, the Company shall file notice thereof in
writing with the predecessor Rights Agent and each transfer agent of
the Common Stock and the Preferred Stock, and, subsequent to the
Distribution Date, mail a notice thereof in writing to the registered
holders of the Right Certificates. Failure to give any notice provided
for in this Section 21, or any defect therein, shall not affect the
legality or validity of the resignation or removal of the Rights Agent
or the appointment of the successor Rights Agent, as the case may be.
(b) KII hereby certifies to Continental that such amendment is in
compliance with Section 27 of the Rights Agreement.
KII hereby appoints Continental as Depositary under the Depositary
Agreement and
<PAGE> 3
Continental hereby accepts such appointment, all in accordance with the terms
and subject to the conditions of the Depositary Agreement, and effective as of
the Effective Time.
4. Continental hereby agrees to meet at all times the financial
requirements of Rule 496 of the New York Exchange Rules as provided in Section
21(c) as amended in the aforementioned Rights Agreement.
5. The parties hereto may execute this document in any number of
counterparts, each of which is an original, but all of which together
constitute one and the same instrument.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Appointment and Amendment to be executed by a duly authorized officer on this
the 2nd day of July, 1992, effective as of the Effective Time.
KEYSTONE INTERNATIONAL, INC.
By: /s/ Mark E. Baldwin
---------------------------------------
Mark E. Baldwin, Vice President
CONTINENTAL STOCK TRANSFER & TRUST
COMPANY
By: /s/ Steven Nelson
---------------------------------------
Steven Nelson, Chairman
