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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
LOWE'S COMPANIES, INC.
(Exact name of registrant as specified in its charter)
North Carolina 56-0578072
(State of incorporation or organization (IRS Employer
Identification No.)
Post Office Box 1111
North Wilkesboro, North Carolina 28656-0001 28656-000001
(Address of principal executive office) (Zip Code)
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
Preferred Stock Purchase Rights New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
The Board of Directors of Lowe's Companies, Inc., a corporation organized
under the laws of North Carolina (the "Company"), has approved a Rights
Agreement, dated as of September 8, 1998 and to be effective on September 9,
1998 (the "Rights Agreement") between the Company and Wachovia Bank, N.A., as
Rights Agent, having the principal terms summarized below. In accordance with
the Rights Agreement, the Board also declared a dividend distribution of one
Right for each outstanding share of common stock (the "Common Stock"), of the
Company to shareholders of record at the close of business on September 9,
1998 (the "Record Date").
Each Right entitles the registered holder to purchase from the Company
one one-thousandth of a share of the Company's Participating Cumulative
Preferred Stock, Series A, ("Series A Preferred Stock"). Each one one-
thousandth of a share (a "Unit") of Series A Preferred Stock is structured to
be the equivalent of one share of Common Stock of the Company ("Common
Stock"). Shareholders will receive one Right per share of Common Stock held
of record at the close of business on the Record Date. The exercise price of
the Right will be $152.50 subject to adjustment (the "Purchase Price").
Rights will also attach to shares of Common Stock issued after the Record
Date but prior to the Distribution Date unless the Board of Directors
determines otherwise at the time of issuance. The description and terms of
the Rights are set forth in the Rights Agreement.
The Rights will be appurtenant to the shares of Common Stock and will be
evidenced by Common Stock certificates, and no separate certificates
evidencing the Rights (the "Rights Certificates") will be distributed
initially. The Rights will separate from the Common Stock and a distribution
of the Rights Certificates will occur (the "Distribution Date") upon the
earlier of (i) 10 business days following a public announcement that a person
or group of affiliated or associated persons (an "Acquiring Person") has
acquired, or obtained the right to acquire, beneficial ownership of 15% or
more of the outstanding shares of Common Stock (the "Stock Acquisition Date"),
or (ii) 10 business days following the commencement of a tender offer or
exchange offer that would result in a person or group beneficially becoming an
Acquiring Person. Until the Distribution Date, (i) the Rights will be
evidenced by the Common Stock certificates and will be transferred with and
only with such Common Stock certificates, (ii) any Common Stock certificates
issued will contain a notation incorporating the Rights Agreement by reference
and (iii) the surrender for transfer of any certificates for Common Stock
outstanding will also constitute the transfer of the Rights associated with
the Common Stock represented by such certificates.
The Rights are not exercisable until the Distribution Date and will
expire at the close of business on September 9, 2008, unless earlier redeemed
or exchanged by the Company as described below. As soon as practicable after
the Distribution Date, Rights Certificates will be mailed to holders of record
of the Common Stock as of the close of business on the Distribution Date, and
thereafter such separate Rights Certificates alone will represent the Rights.
The Agreement provides that if any person becomes an Acquiring Person,
proper provision shall be made so that each holder of a Right (except as set
forth below) will thereafter have the right to receive, upon exercise and
payment of the Purchase Price, Series A Preferred Stock or, at the option of
the Company, Common Stock (or, in certain circumstances, cash, property or
other securities of the Company) having a value equal to twice the amount of
the Purchase Price.
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In the event that, at any time following the Stock Acquisition Date, (i)
the Company is acquired in a merger, statutory share exchange, or other
business combination in which the Company is not the surviving corporation, or
(ii) 50% or more of the Company's assets or earning power is sold or
transferred, each holder of a Right (except as set forth below) shall
thereafter have the right to receive, upon exercise and payment of the
Purchase Price, common stock of the acquiring company having a value equal to
twice the Purchase Price. The events set forth in this paragraph and in the
immediately preceding paragraph are referred to as the "Triggering Events.
Upon the occurrence of a Triggering Event that entitles Rights holders to
purchase securities or assets of the Company, Rights that are or were owned by
the Acquiring Person, or any affiliate or associate of such Acquiring Person,
on or after such Acquiring Person's Stock Acquisition Date shall be null and
void and shall not thereafter be exercised by any person (including subsequent
transferees). Upon the occurrence of a Triggering Event that entitles Rights
holders to purchase common stock of a third party, or upon the authorization
of an Exchange, Rights that are or were owned by any Acquiring Person or any
affiliate or associate of any Acquiring Person on or after such Acquiring
Person's Stock Acquisition Date shall be null and void and shall not
thereafter be exercised by any person (including subsequent transferees).
The Purchase Price payable, and the number of shares of Series A
Preferred Stock, Common Stock or other securities or property issuable upon
exercise of the Rights are subject to adjustment from time to time to prevent
dilution.
At any time after any person becomes an Acquiring Person, the Company may
exchange all or part of the Rights (except as set forth below) for shares of
Common Stock (an "Exchange") at an exchange ratio of one share per Right, as
appropriately adjusted to reflect any stock split or similar transaction.
At any time until ten days following the Stock Acquisition Date, the
Company may redeem the Rights in whole, but not in part, at a price of $.001
per Right (the "Redemption Price"). Under certain circumstances set forth in
the Rights Agreement, the decision to make an Exchange or to redeem the Rights
shall require the concurrence of a majority of the Continuing Directors (as
defined below). Additionally, the Company may thereafter but prior to the
occurrence of a Triggering Event redeem the Rights in whole, but not in part,
at the Redemption Price provided that such redemption is incidental to a
merger or other business combination transaction involving the Company that is
approved by a majority of the Continuing Directors, does not involve an
Acquiring Person, and in which all holders of Common Stock are treated alike.
After the redemption period has expired, the Company's right of redemption may
be reinstated if an Acquiring Person reduces his beneficial ownership to less
than 15% of the outstanding shares of Common Stock in a transaction or series
of transactions not involving the Company. Immediately upon the action of the
Board ordering redemption of the Rights, with, where required, the concurrence
of the Continuing Directors, the Rights will terminate and the only right of
the holders of Rights will be to receive the Redemption Price.
The term "Continuing Directors" means any member of the Board who was a
member of the Board immediately before the adoption of the Rights Agreement,
and any person who is subsequently elected to the Board if such person is
recommended or approved by a majority of the Continuing Directors, but does
not include an Acquiring Person, or an affiliate or associate of an Acquiring
Person, or any representative of the foregoing entities.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company, including, without limitation, the
right to vote or to receive dividends. While the distribution of the Rights
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will not be taxable to shareholders or to the Company, shareholders may,
depending upon the circumstances, recognize taxable income in the event that
the Rights become exercisable for Series A Preferred Stock (or other
consideration) of the Company or for common stock of the acquiring company as
set forth above.
Other than certain provisions relating to the principal economic terms of
the Rights, any of the provisions of the Rights Agreement may be amended by
the Board prior to the Distribution Date. After the Distribution Date, the
provisions of the Rights Agreement may be amended by the Board (in certain
circumstances, only with the concurrence of the Continuing Directors) in order
to cure any ambiguity, to make certain other changes that do not adversely
affect the interests of holders of Rights (excluding the interests of any
Acquiring Person), or to shorten or lengthen any time period under the Rights
Agreement; provided, however, no amendment to adjust the time period governing
redemption may be made at such time as the Rights are not redeemable.
Item 2. Exhibits.
1. Rights Agreement, dated as of September 8, 1998, between the
Company and Wachovia Bank, N.A., as Rights Agent, which includes the form of
Rights Certificate. Pursuant to the Rights Agreement, Rights Certificates
shall not be mailed until as soon as practicable after the earlier of (i) the
tenth day following a public announcement that an Acquiring Person has
acquired, or obtained the right to acquire, beneficial ownership of 15% or
more of the outstanding shares of Common Stock of the Company, or (ii) the
tenth business day after the commencement of a tender or exchange offer that
would result in a person or group beneficially owing 15% or more of such
outstanding shares of Common Stock.
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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, thereunto duly authorized.
LOWE'S COMPANIES, INC.
Dated: October 1, 1998 By: /s/ Thomas E. Whiddon______
Thomas E. Whiddon
Executive Vice President and
Chief Financial Officer
(continued . . .)
(continued . . .)
