Form 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
LUKENS INC.
(Exact name of registrant as specified in its charter)
Delaware 23-2451900
(State of incorporation or organization) (IRS Employer Identification No.)
50 South First Avenue, Coatesville, Pennsylvania 19320
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange on which
Title of each class to be so registered each class is to be registered
Preferred Stock Purchase Rights New York Stock Exchange, Inc.
If this Form relates to the registration of a class of debt securities
and is effective upon filing pursuant to General Instruction A.(c)(1), please
check the following box. [ ]
If this Form relates to the registration of a class of debt securities
and is to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [ ]
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Securities to be Registered.
On September 25, 1996, the Board of Directors of Lukens Inc. (the
"Company") renewed its existing Rights Agreement, dated as of July 29, 1987, as
amended and restated as of July 25, 1990, between the Company and Mellon Bank
(East) (the "Existing Rights Agreement") and declared a dividend distribution of
one Right for each share of the Company's common stock, par value $.01 per share
(the "Common Stock"), outstanding upon the "Final Expiration Date" under the
Existing Rights Agreement (the "Record Date"). The Record Date is expected to
occur on August 11, 1997, but may occur in advance of that time under certain
circumstances. Each Right will replace the preferred stock purchase rights
outstanding under the Existing Rights Agreement and initially entitles the
registered holder to purchase from the Company one one-hundredth of a share of
Series A Junior Participating Preferred Stock, par value $.01 per share, of the
Company (the "Preferred Stock"), at a purchase price (the "Purchase Price") of
$80.00 per one one-hundredth of a share of Preferred Stock, subject to
adjustment (the "Rights"). The description and terms of the Rights are set forth
in a Renewed Rights Agreement (the "Renewed Rights Agreement") between the
Company and American Stock Transfer and Trust Company, as Rights Agent.
Capitalized terms used and not defined herein shall have the respective meanings
ascribed to such terms in the Renewed Rights Agreement.
The Rights, by their terms, are set to expire on September 25, 2006,
unless the Board extends the Final Expiration Date or redeems the Rights
earlier.
The Renewed Rights Plan is designed, among other things, to deter
certain coercive or abusive takeover tactics (such as the acquisition of a
significant position by one or more stockholders without offering fair value
to all stockholders), to encourage third parties interested in acquiring the
Company to negotiate with the Board and otherwise to assist the Board in
representing the interests of all stockholders. The Renewed Rights Plan
accomplishes these objectives by encouraging a potential acquiror to seek to
have the Board redeem the Rights before crossing the "flip-in" ownership
threshold under the Renewed Rights Plan and thereby avoid the Rights becoming
exercisable for Common Stock at a discounted price which, effectively, would
dilute the acquiror's equity interest in the Company.
Each Right represents the right to purchase, if and when the Right
becomes exercisable, a unit consisting of one one-hundredth of a share of a
series of Preferred Stock of the Company at a per unit price of $80.00 (the
"Purchase Price"). The Rights, however, will not become exercisable and separate
Rights Certificates will not be distributed unless and until one of the
"Distribution Events" described below occurs. In addition, if a Distribution
Event shall also constitute or be followed by a "Flip-In Event," the Rights will
become discount rights entitling all holders of the Rights, other than the party
which caused the Flip-In Event to occur and the Rights to be triggered, to
purchase Common Stock at a discount, thereby diluting the interest of the
triggering party.
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The earliest date on which separate Rights Certificates are to be
distributed is known as the "Distribution Date." The events which will cause
separate Rights Certificates to be distributed are described below:
(1) the tenth business day (unless postponed by the Board) after the
date on which there is a public announcement that a person (an "Acquiring
Person") has acquired beneficial ownership of 15% or more of the Common Stock
(such first date of public announcement being referred to as the "Stock
Acquisition Date"); or
(2) the tenth business day (unless postponed by the Board) after the
date on which a person commences a tender offer or exchange offer for the Common
Stock if, upon consummation thereof, the offeror would be the beneficial owner
of 15% or more of the Common Stock; or
(3) immediately following a determination by the Board that any person
is an Adverse Person (as defined below).
In the event that (1) any person becomes the beneficial owner of 15% or
more of the Common Stock (other than pursuant to an offer for all shares that a
majority of the outside directors not associated or affiliated with the
Acquiring Person or the Adverse Person determine to be fair to stockholders and
otherwise in the best interests of the Company and its stockholders) or (2) the
Board declares a person to be an Adverse Person, a Flip-In Event will be deemed
to have occurred. Following the occurrence of a Flip-In Event, each of the
Rights (other than Rights held by the party triggering the Rights and certain
related persons and transferees, which are voided) entitles the holder to
acquire, upon payment of the Purchase Price, Common Stock having a value equal
to twice the Purchase Price.
If, following the Stock Acquisition Date, the Company (1) engages in a
merger or consolidation in which the Company does not survive or the Common
Stock is changed or exchanged or (2) transfers more than 50% of its assets, cash
flow or earning power (on a consolidated basis) in one transaction or a series
of related transactions, a "Flip-Over Event" shall be deemed to have occurred.
Following the occurrence of a Flip-Over Event, each Right (other than Rights
held by the party triggering the Rights and certain related persons and
transferees, which are voided) becomes exercisable, upon payment of the Purchase
Price, for common stock of the other party to the transaction having a value
equal to twice the Purchase Price.
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An Adverse Person is any person found to be such by the Board (with the
concurrence of a majority of the outside directors). A person may be found to be
an Adverse Person upon a determination by the Board that such person has become
the beneficial owner of 10% or more of the Common Stock and that (1) such
beneficial ownership is intended to cause the Company to repurchase the Common
Stock beneficially owned by such person or to pressure the Company to take
actions or enter into transactions intended to provide such person with
short-term financial gains that are not in the best long-term interests of the
Company and its stockholders or (2) such beneficial ownership is causing or is
reasonably likely to cause a material adverse impact on the business or
prospects of the Company.
Rights held by a party that causes the Rights to be triggered (i.e., an
Acquiring Person or an Adverse Person) and certain related persons and
transferees are voided after the Rights are triggered and become exercisable for
Common Stock at a discount (i.e., a Flip-In Event has occurred) or become
exercisable for common stock of the acquiror at a discount (i.e., a Flip-Over
Event has occurred). Since only Rights held by a triggering party and certain
related persons and transferees are voided, the occurrence of a Flip-In Event
has the effect of diluting the equity interest held by that party or those
persons.
Rights are generally redeemable at $.01 per Right by action of the
Board at any time prior to the 10th business date following the Stock
Acquisition Date, unless there has been an earlier event involving an Adverse
Person.
In general, the Renewed Rights Plan may be amended by the Board (1)
prior to the Distribution Date in any manner and (2) on or after the
Distribution Date in certain respects, including (a) to shorten or lengthen any
time period and (b) in a manner not adverse to the interests of Rights holders
(other than an Acquiring Person). However, certain basic economic terms may not
be amended (i.e., redemption price and number of shares issuable on exercise of
Rights) and amendments extending the redemption period must be made while the
Rights are still redeemable.
Item 2. Exhibits
Form of Renewed Rights Agreement, dated as of September 25, 1996,
between Lukens Inc. and American Stock Transfer and Trust Company (which
includes as Exhibit B thereto the Form of Rights Certificate).*
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* Incorporated herein by reference to Exhibit 4 to the Registrant's Current
Report on Form 10-Q for the quarter ended September 28, 1996 (Commission File
No. 1-3258).
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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.
LUKENS INC.
Dated: August 7, 1997 By: /s/ William D. Sprague
INDEX TO EXHIBITS
Exhibit
No. Exhibit
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1. Form of Renewed Rights Agreement, dated as of September 25,
1996, between Lukens Inc. and American Stock Transfer and
Trust Company (which includes as Exhibit B thereto the Form of
Rights Certificate)*
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* Incorporated herein by reference to Exhibit 4 to the Registrant's Current
Report on Form 10-Q for the quarter ended September 28, 1996 (Commission File
No. 1-3258).
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