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
Lilly Industries, Inc.
(Exact name of registrant as specified in its charter)
Indiana 35-041010
(State of incorporation) (IRS Employer Identification No.)
200 West 103rd Street
Indianapolis, Indiana 46290
(Address of principal executive offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of securities registration of a class of securities
pursuant to Section 12(b) of the pursuant to Section 12(g) of the
Exchange Act and is effective Exchange Act and is effective
pursuant to General Instruction pursuant to General Instruction
A.(c), please check the following A.(d), please check the following
box. [X] box. [ ]
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
Rights to Purchase Class A Common Stock New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
(Title of Class)
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The undersigned registrant hereby amends and supplements Items 1 and 2 of
its Registration Statement on Form 8-A (File No. 001-11553), filed with the
Securities and Exchange Commission (the "Commission") on January 23, 1996, as
previously amended by Form 8-A/A filed with the Commission on January 25, 1996.
Item 1. Description of Registrant's Securities to be Registered.
We have amended our rights agreement so that our recently announced merger
with The Valspar Corporation does not cause the rights to separate from our
common shares or permit our stockholders to exercise the rights. A complete
description of the amendment to our rights agreement is set forth below.
Amendment to the Rights Agreement. On June 23, 2000, Lilly Industries, Inc.
(the "Company") and National City Bank, as Rights Agent (the "Rights Agent"),
entered into the Amendment (the "Amendment") to the Rights Agreement, dated as
of January 12, 1996, between the Company and the Rights Agent (the "Rights
Agreement"). The Amendment provides, among other things, that neither The
Valspar Corporation, a Delaware corporation ("Valspar"), nor any of its
Affiliates or Associates will be deemed to be an Acquiring Person by virtue of
the approval, execution or delivery of the Agreement and Plan of Merger, dated
as of June 23, 2000 (the "Valspar Merger Agreement"), among the Company, Valspar
and Val Acquisition Corp., a wholly owned subsidiary of Valspar, or the
consummation of the transactions contemplated thereby.
In addition, the Amendment adds a new Section 35 to the Rights Agreement,
providing that, notwithstanding any other provision of the Rights Agreement, (i)
neither the approval, execution or delivery of the Valspar Merger Agreement, nor
the performance thereof or the consummation of the transactions contemplated
thereby, is or shall be deemed to be an event described in Section 11(a)(ii) or
Section 13 of the Rights Agreement, and (ii) neither the performance of the
Valspar Merger Agreement or the consummation of the transactions contemplated
thereby will result in the occurrence of a Share Acquisition Date, a
Distribution Date or any other separation of the Rights from the underlying
common shares, nor entitle or permit the holders of the Rights to exercise the
Rights or otherwise affect the rights of the holders of Rights, including giving
the holders of the Rights the right to acquire securities of any party to the
Valspar Merger Agreement. The Amendment also provides that the Rights will cease
to be exercisable immediately prior to the effective time of the merger.
The Amendment is attached hereto as an exhibit and is incorporated herein
by reference. The foregoing summary of the Amendment is qualified in its
entirety by reference to the full text of such exhibit.
Item 2. Exhibits
1. Amendment, dated as of June 23, 2000, to the Rights Agreement, dated as of
January 12, 1996, between Lilly Industries, Inc. and National City Bank, as
Rights Agent.
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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 amendment to the registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized.
Dated: June 26, 2000
LILLY INDUSTRIES, INC.
By: /s/ Douglas W. Huemme
------------------------------
Name: Douglas W. Huemme
Title: Chairman and
Chief Executive Officer
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Exhibits
1. Amendment, dated as of June 23, 2000, to the Rights Agreement, dated as of
January 12, 1996, between Lilly Industries, Inc. and National City Bank, as
Rights Agent.
