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): December 10, 1998
Aeroquip-Vickers, Inc.
(Exact name of registrant as specified in its charter)
Ohio 1-924 34-4288310
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
3000 Strayer, Maumee, Ohio 43537
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (419) 867-2200
This document, including exhibits, contains 6 pages.
The cover page consists of 1 page.
The Exhibit Index is located at page 4.
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AEROQUIP-VICKERS, INC.
Item 5. Other Events.
On December 10, 1998, the Directors of Aeroquip-Vickers, Inc. (the
"Company") declared a dividend distribution of one right (a "Right") for each
Common Share, par value $5.00 per share (the "Common Shares"), of the Company
outstanding at the close of business on February 7, 1999 (the "Record Date"),
pursuant to the terms of a Rights Agreement, dated as of February 7, 1999 (the
"Rights Agreement"), between the Company and First Chicago Trust Company of
New York, 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 to the Company's Registration
Statement on Form 8-A filed December 22, 1998 and incorporated herein by this
reference. The Rights Agreement will not be effective until February 7, 1999.
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
Certificate of Adoption of Amendment as Exhibit
A thereto, a Form of Right Certificate as
Exhibit B thereto and a Summary of Rights to
Purchase Preferred Shares as Exhibit C thereto),
incorporated by reference to Exhibit 4.1 to
the Company's Registration Statement on
Form 8-A filed December 22, 1998
99.1 Form of letter to stockholders, dated
February 1999, incorporated by reference
to Exhibit 99.1 to the Company's Registration
Statement on Form 8-A filed December 22, 1998
99.2 Press Release, dated December 10, 1998
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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.
AEROQUIP-VICKERS, INC.
By: /S/ DAVID M. RISLEY
Name: David M. Risley
Title: Vice President - Finance
and Chief Financial Officer
Date: December 22, 1998
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EXHIBIT INDEX
Exhibit
Number Exhibit Page No.
4.1 Rights Agreement (including a Form of Incorporated herein
Certificate of Adoption of Amendment as by Reference
Exhibit A thereto, a Form of Right
Certificate as Exhibit B thereto and a
Summary of Rights to Purchase Preferred
Shares as Exhibit C thereto), incorporated
by reference to Exhibit 4.1 to the
Company's Registration Statement on
Form 8-A filed December 22, 1998
99.1 Form of letter to stockholders, dated Incorporated herein
February 1999, incorporated by by Reference
reference to Exhibit 99.1 to the
Company's Registration Statement on
Form 8-A filed December 22, 1998
99.2 Press Release, dated December 10, 1998 5
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EXHIBIT 99.2
Aeroquip-Vickers, Inc.
For Immediate Aeroquip-Vickers, Inc.
Release 3000 Strayer
Contacts: P.O. Box 50
Investor Maumee, Ohio 43537-0050
William R. Ammann 419/867-2215
Media
Richard G. Rump 419/867-2292
Aeroquip-Vickers, Inc. Announces
New Share Purchase Rights Plan
MAUMEE, Ohio, December 10, 1998 --- Aeroquip-Vickers, Inc. (NYSE:ANV)
announced today that its Board of Directors has adopted a new share purchase
rights plan that provides for rights to be issued to shareholders of record on
February 7, 1999. The new rights plan will be effective as of February 7,
1999, and will replace Aeroquip-Vickers' existing rights plan which will
expire on February 6, 1999.
"The new rights plan is an extension and modification of Aeroquip-Vickers'
existing rights plan that is intended to ensure that Aeroquip-Vickers
shareholders receive fair and equal treatment if efforts are made to gain
control of the company without paying all shareholders a fair price," said
Darryl F. Allen, Aeroquip-Vickers chairman, president and chief executive
officer.
Under the plan, the rights will initially trade together with
Aeroquip-Vickers common stock and will not be exercisable. Like the company's
existing rights plan, in the absence of further board action, the rights under
the new plan generally will become exercisable and allow the holder to acquire
Aeroquip-Vickers common stock at a discounted price if a person or group
acquires 20% or more of the outstanding shares of Aeroquip-Vickers common
stock. Rights held by persons who exceed the 20% threshold will be void.
Under certain circumstances, the rights will entitle the holder to buy shares
in an acquiring entity at a discounted price.
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Aeroquip-Vickers Adopts New Rights Plan, Page 2
The plan also includes an exchange option. In general, after the rights
become exercisable, the Board of Directors may, at its option, effect an
exchange of part or all of the rights -- other than rights that have become
void -- for shares of Aeroquip-Vickers common stock. Under this option,
Aeroquip-Vickers would issue one share of common stock for each right, subject
to adjustment in certain circumstances.
Aeroquip-Vickers' Board of Directors may, at its option, redeem all rights
for $.01 per right, generally at any time prior to the rights becoming
exercisable. The rights will expire on February 7, 2009, unless earlier
redeemed, exchanged or amended by the Board of Directors.
The issuance of the rights is not a taxable event, will not affect
Aeroquip-Vickers' reported financial condition or results of operations
(including earnings per share), and will not change the way in which
Aeroquip-Vickers common stock is currently traded. Aeroquip-Vickers, Inc. is
two companies, Aeroquip Corporation and Vickers, Incorporated, world leaders
in the design, manufacture and distribution of engineered components and
systems to the industrial, aerospace and automotive markets.
12/10/98
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