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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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
Aeroquip-Vickers, Inc.
(Exact name of registrant as specified in its charter)
Ohio 34-4288310
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(State of incorporation or organization) (IRS Employer Identification
No.)
3000 Strayer, Maumee, Ohio 43537-0050
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(Address of principal executive offices) (Zip Code)
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<S> <C>
If this form relates to the registration of a If this form relates to the registration of a
class of securities pursuant to Section class of securities pursuant to Section
12(b) of the Exchange Act and is effective 12(g) of the Exchange Act and is effective
pursuant to General Instruction A.(c), pursuant to General Instruction A.(d),
please check the following box.|X| please check the following box.|_|
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Securities Act registration file number to which this form relates, (if
applicable):________________
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
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Preferred Share Purchase Rights New York Stock Exchange
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Securities to be registered pursuant to Section 12(g) of the Act:
None
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Title of class
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ITEM 1. DESCRIPTION OF SECURITIES TO BE REGISTERED.
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On January 30, 1999, the Directors of Aeroquip-Vickers, Inc. (the
"Corporation") approved Amendment No. 2 (the "1989 Plan Amendment") to the
Rights Agreement, dated as of January 26, 1989, as amended (the "1989 Rights
Plan"), between the Corporation and First Chicago Trust Company of New York
(successor to National Bank of Detroit) (the "Rights Agent"). The 1989 Plan
Amendment made the provisions of the 1989 Rights Plan inapplicable to the
transactions contemplated by the Agreement and Plan of Merger, dated as of
January 31, 1999 (the "Merger Agreement"), by and among the Corporation, Eaton
Corporation, an Ohio corporation ("Parent"), and Eaton Industries, Inc., an Ohio
corporation and a wholly-owned subsidiary of Parent ("Purchaser"). The 1989 plan
will expire by its terms on February 6, 1999.
Additionally, on January 30, 1999, the Directors of the Corporation
approved Amendment No. 1 (the "1999 Plan Amendment" and, together with the 1989
Plan Amendment, the "Amendments") to the Rights Agreement, dated as of February
7, 1999 (the "1999 Rights Plan"), between the Corporation and the Rights Agent.
The 1999 Plan Amendment made the provisions of the 1999 Rights Plan inapplicable
to the transactions contemplated by the Merger Agreement. The 1999 Rights Plan
will, by its terms, become effective on February 7, 1999.
No other amendments were made to the 1989 Rights Plan or to
the 1999 Rights Plan by virtue of the Amendments.
The 1989 Plan Amendment and the 1999 Plan Amendment are filed
herewith as Exhibits 4.1 and 4.2, respectively, and are incorporated herein by
reference. The descriptions of the Amendments set forth above do not purport to
be complete and are qualified in their entirety by reference to the provisions
of such agreements.
ITEM 2. EXHIBITS.
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Exhibit
Number Exhibit
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4.1 Amendment No. 2, dated as of January 31, 1999, to the
Rights Agreement, dated as of January 26, 1989, as
amended, between the Corporation and First Chicago
Trust Company of New York (successor to National Bank
of Detroit).
4.2 Amendment No. 1, dated as of February 7, 1999, to the
Rights Agreement, dated as of February 7, 1999,
between the Corporation and First Chicago Trust
Company of New York.
2
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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.
AEROQUIP-VICKERS, INC.
By: /s/ James E. Kline
------------------------------------
James E. Kline
Vice President and General Counsel
Dated: February 5, 1999
3
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INDEX TO EXHIBITS
EXHIBIT
NUMBER Exhibit
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4.1 Amendment No. 2, dated as of January 31, 1999, to
the Rights Agreement, dated as of January 26, 1989,
as amended, between the Corporation and First
Chicago Trust Company of New York (successor to
National Bank of Detroit).
4.2 Amendment No. 1, dated as of February 7, 1999, to
the Rights Agreement, dated as of February 7, 1999,
between the Corporation and First Chicago Trust
Company of New York.
4
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Exhibit 4.1
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AEROQUIP-VICKERS, INC.
3000 Strayer
Maumee, Ohio 43537-0050
January 30, 1999
First Chicago Trust Company of New York
P.O. Box 2535, Suite 4693
Jersey City, New Jersey 07303-2535
Attention: John G. Herr
Re: Amendment No. 2 to the Rights Agreement
---------------------------------------
Dear Mr. Herr:
Pursuant to Section 26 of the Rights Agreement (the "Rights
Agreement"), dated January 26, 1989, as amended, between Aeroquip-Vickers, Inc.
(formerly TRINOVA Corporation) (the "Company") and First Chicago Trust Company
of New York (as successor to National Bank of Detroit), as rights agent, the
Company, by resolution duly adopted by its Board of Directors, hereby amends the
Rights Agreement as follows:
1. Section 1(p) of the Rights Agreement is hereby amended by adding the
following new Section 1(pp) immediately thereafter:
(pp) "MERGER AGREEMENT" means the Agreement and Plan of Merger, dated
as of January 31, 1999, among the Company, Eaton Corporation, an Ohio
corporation ("Parent") and Eaton Industries, Inc., an Ohio corporation
and a wholly-owned subsidiary of Parent ("Merger Sub").
2. Section 1 of the Rights Agreement is hereby amended by adding the
following new paragraph at the end of that Section:
Notwithstanding anything in this Agreement to the contrary,
none of Parent, Merger Sub, any of their respective Affiliates or
Associates or any of their respective permitted assignees or
transferees shall be deemed an Acquiring Person and none of a
Distribution Date, a Share Acquisition Date, or a Triggering Event
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First Chicago Trust Company of New York
January 30, 1999
Page 2
shall be deemed to occur or to have occurred, in each such case, by
reason of the approval, execution or delivery of the Merger Agreement,
the consummation of the Merger (as defined in the Merger Agreement) or
the consummation of the other transactions contemplated by the Merger
Agreement.
3. The Rights Agreement shall not otherwise be supplemented or amended
by virtue of this Amendment No. 2 to the Rights Agreement, but shall remain in
full force and effect.
4. Capitalized terms used without other definition in this Amendment
No. 2 to the Rights Agreement shall be used as defined in the Rights Agreement.
5. This Amendment No. 2 to the Rights Agreement shall be deemed to be a
contract made under the laws of the State of Ohio and for all purposes will be
governed by and construed in accordance with the laws of such State applicable
to contracts to be made and performed entirely within such State.
6. This Amendment No. 2 to the Rights Agreement 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.
7. This Amendment No. 2 to the Rights Agreement shall be effective as
of, and immediately prior to, the execution and delivery of the Merger
Agreement, and all references to the Rights Agreement shall, from and after such
time, be deemed to be references to the Rights Agreement as amended hereby.
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First Chicago Trust Company of New York
January 30, 1999
Page 3
8. Exhibits B and C to the Rights Agreement shall be deemed amended in
a manner consistent with this Amendment No. 2 to the Rights Agreement.
Very truly yours,
AEROQUIP-VICKERS, INC.
By: /s/ James E. Kline
--------------------------------
Name: James E. Kline
Title: Vice President and
General Counsel
Accepted and agreed to as of the
effective time specified above:
FIRST CHICAGO TRUST COMPANY OF NEW YORK
By: /s/ Joanne Gorostiola
---------------------
Name: Joanne Gorostiola
Title: Assistant Vice President
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Exhibit 4.2
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AEROQUIP-VICKERS, INC.
3000 Strayer
Maumee, Ohio 43537-0050
January 30, 1999
First Chicago Trust Company of New York
P.O. Box 2535, Suite 4693
Jersey City, New Jersey 07303-2535
Attention: John G. Herr
Re: Amendment No. 1 to the Rights Agreement
---------------------------------------
Dear Mr. Herr:
Pursuant to Section 27 of the Rights Agreement (the "Rights
Agreement"), dated February 7, 1999, between Aeroquip-Vickers, Inc. (the
"Company") and First Chicago Trust Company of New York , as rights agent, the
Company, by resolution duly adopted by its Board of Directors, hereby amends the
Rights Agreement as follows:
1. Section 1(j) of the Rights Agreement is hereby amended to read in
its entirety as follows:
(j) "Expiration Date" shall mean the earliest of (i) the Close of
Business on the Final Expiration Date, (ii) the time at which the
Rights are redeemed as provided in Section 23, (iii) the time at which
all exercisable Rights are exchanged as provided in Section 24, or (iv)
immediately prior to the Effective Time (as defined in the Merger
Agreement).
2. Section 1(n) of the Rights Agreement is hereby amended by adding the
following new Section 1(nn) immediately thereafter:
(nn) "Merger Agreement" means the Agreement and Plan of Merger, dated
as of January 31, 1999, among the Company, Eaton Corporation, an Ohio
corporation ("Parent") and Eaton Industries, Inc., an Ohio
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First Chicago Trust Company of New York
January 30, 1999
Page 2
corporation and a wholly-owned subsidiary of Parent ("Merger Sub").
3. Section 1 of the Rights Agreement is hereby amended by adding the
following new paragraph at the end of that Section:
Notwithstanding anything in this Agreement to the contrary,
none of Parent, Merger Sub, any of their respective Affiliates or
Associates or any of their respective permitted assignees or
transferees shall be deemed an Acquiring Person and none of a
Distribution Date, a Share Acquisition Date, or a Triggering Event
shall be deemed to occur or to have occurred, in each such case, by
reason of the approval, execution or delivery of the Merger Agreement,
the consummation of the Merger (as defined in the Merger Agreement) or
the consummation of the other transactions contemplated by the Merger
Agreement.
4. The Rights Agreement shall not otherwise be supplemented or amended
by virtue of this Amendment No. 1 to the Rights Agreement, but shall remain in
full force and effect.
5. Capitalized terms used without other definition in this Amendment
No. 1 to the Rights Agreement shall be used as defined in the Rights Agreement.
6. This Amendment No. 1 to the Rights Agreement shall be deemed to be a
contract made under the laws of the State of Ohio and for all purposes will be
governed by and construed in accordance with the laws of such State applicable
to contracts to be made and performed entirely within such State.
7. This Amendment No. 1 to the Rights Agreement 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.
8. This Amendment No. 1 to the Rights Agreement shall be effective as
of, and immediately prior to, the execution and delivery of the Merger
Agreement, and all references to the Rights Agreement shall, from and after such
time, be deemed to be references to the Rights Agreement as amended hereby.
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First Chicago Trust Company of New York
January 30, 1999
Page 3
9. Exhibits B and C to the Rights Agreement shall be deemed amended in
a manner consistent with this Amendment No. 1 to the Rights Agreement.
Very truly yours,
AEROQUIP-VICKERS, INC.
By: /s/ James E. Kline
--------------------------
Name: James E. Kline
Title: Vice President and
General Counsel
Accepted and agreed to as of the
effective time specified above:
FIRST CHICAGO TRUST COMPANY OF NEW YORK
By: /s/ Joanne Gorostiola
-----------------------
Name: Joanne Gorostiola
Title: Assistant Vice President
