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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): May 26, 1995
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The Lincoln Electric Company
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(Exact name of registrant as specified in its charter)
Ohio 0-1402 34-0359955
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
22801 St. Clair Avenue, Cleveland, Ohio 44117
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (216) 481-8100
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Exhibit Index Appears on Page 4
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Item 5. Other Events.
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The Company issued a news release on May 24, 1995, a copy of
which is filed as Exhibit 99.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(c) Exhibits.
99 News Release dated May 24, 1995, from the Company.
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SIGNATURE
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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.
THE LINCOLN ELECTRIC COMPANY
Date: May 26, 1995 By: /s/ H. Jay Elliot
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Vice President, Chief
Financial Officer &
Treasurer
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EXHIBIT INDEX
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Exhibit Description of Exhibit
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99 News Release dated May 24, 1995
from the Company
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EXHIBIT 99
N E W S o R E L E A S E
LINCOLN ELECTRIC SHAREHOLDERS APPROVE RECAPITALIZATION PLAN:
BOARD DECLARES ONE-FOR-ONE STOCK DIVIDEND AND SECOND QUARTER
CASH DIVIDEND
CLEVELAND, Ohio - May 24, 1995 - The Board of Directors of The Lincoln
Electric Company (OTC:LIEL) today announced that a recapitalization
plan proposed earlier in the year has been approved by shareholders.
As a result, the Company's authorized capital will increase to 62
million common shares, consisting of 32 million voting shares (30
million Common Shares and 2 million Class B Common Shares), along with
a new class of 30 million non-voting shares (Class A Common Shares).
A total of approximately 11 million Common Shares and Class B Common
Shares are currently outstanding.
Donald F. Hastings, Chairman and Chief Executive Officer, said: "We
are pleased with the shareholder support of our recapitalization plan.
Among other things, the plan will increase the market liquidity of
Lincoln Electric shares. We believe this plan is in the best
interests of all shareholders."
Following shareholder approval of the recapitalization plan, the Board
of Directors declared a stock dividend of one new non-voting share for
each outstanding Common Share and Class B Common Share.
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The stock dividend is payable on June 12, 1995, to shareholders of
record on June 5, 1995. The one-for-one stock dividend, which is
similar to a two-for-one stock split, will double the number of shares
outstanding.
The Company also announced that it has applied to list its voting
Common Shares and non-voting Class A Common Shares on the NASDAQ
National Market System. Trading of both classes is expected to
commence on or about June 12, 1995. The voting Common Shares will
trade under the new symbol "LECO." The non-voting Class A Common
Shares will trade under the symbol "LECOA."
As previously announced, the Company filed a registration statement
with the Securities and Exchange Commission on April 27, 1995,
registering $130 million of Class A Common Shares to be sold by the
Company and certain selling shareholders. The aggregate amount of
this public stock offering has not yet been determined, but the
Company does not plan to raise more than $100 million in net proceeds.
The Board also declared a second quarter cash dividend of 10 cents per
share, payable on July 14, 1995, to the voting and non-voting
shareholders of record on June 30, 1995. This cash dividend will be
paid after the one-for-one stock dividend payable in June, and
reflects the Company's decision to maintain its quarterly dividend at
the same payout level as in the first quarter of 1995, adjusted for
the effects of essentially a two-for-one stock split.
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Lincoln Electric, based in Cleveland, is celebrating its centennial
year in 1995. The Company is a worldwide manufacturer of arc welding
products, a major producer of premium quality industrial electric
motors, robotic welding systems, environmental systems, plasma and
oxyfuel cutting equipment.
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