SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________
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
Amendment No. 1
Mark IV Industries, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 23-1733979
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(State of incorporation or organization) (IRS Employer Identification No.)
501 John James Audubon Parkway, Amherst, N.Y. 14226-0810
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Address of principal executive offices)
(Zip Code)
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective upon filing pursuant to
General Instruction A(c), please check the following box ___.
If this form relates of the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A(d), please check the following box ___.
Securities Act registration statement file number to which this form relates:
None. (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 Stock Purchase Rights New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act: None
____________________________________________________________________
(Title of Class)
<PAGE>2
The undersigned registrant hereby amends and supplements, as set forth below,
Items 1 and 2 of its Registration Statement on Form 8-A (the Form 8-A) filed
with the Securities and Exchange Commission (the "Commission") on May 25,
1995.
Item 1. Description of Securities to be Registered.
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The response to Item 1 in the Form 8-A is hereby amended to read as follows:
On May 17, 1995, the Board of Directors of Mark IV Industries, Inc. (the
"Company") declared a dividend of one Right for each outstanding share of the
Company's Common Stock, par value $.01 per share (the "Common Stock"), to
stockholders of record at the close of business on June 2, 1995. Each Right
entitles the registered holder to purchase from the Company a unit consisting
of one one-hundredth of a share of Series A Junior Participating Preferred
Stock, par value $.01 per share (the "Preferred Stock"), at a Purchase Price
of $80.00 per unit of one one-hundredth of a share, subject to adjustment.
The description and terms of the Rights are set forth in a Rights Agreement
(the "Rights Agreement") between the Company and American Stock Transfer &
Trust Company, as Rights Agent.
Initially, the Rights will be attached to all Common Stock certificates
representing shares then outstanding, and no separate Rights Certificates will
be distributed. A Distribution Date will occur and the Rights will separate
from the Common Stock upon the earliest (i) ten days following a public
announcement that a person or group of affiliated or associated persons (an
"Acquiring Person") has acquired beneficial ownership of 20% or more of the
outstanding * shares of Common Stock other than as a result of repurchases of
stock by the Company, any Subsidiary of the Company or any employee benefit
plan of the Company or the date a Person has entered into an agreement or
arrangement with the Company or any Subsidiary of the Company providing for an
Acquisition Transaction (the "Stock Acquisition Date") or (ii) ten business
days (or such later date as the Board shall determine, provided, however, that
no deferral of a Distribution Date by the Board pursuant to the terms of the
Rights Agreement described in this clause (ii) may be made at any time during
the Special Period (as defined below)) following the commencement of a tender
offer or exchange offer that would result in a person or group becoming an
Acquiring Person. An Acquisition Transaction is defined in the Rights
Agreement as (x) a merger, consolidation or similar transaction involving the
Company or any of its Subsidiaries as a result of which stockholders of the
Company will no longer own a majority of the outstanding shares of Common
Stock of the Company or a publicly traded entity which controls the Company
or, if appropriate, the entity into which the Company may be merged,
consolidated or otherwise combined (based solely on the shares of Common Stock
received or retained by such stockholder, in its capacity as a stockholder of
the Company, pursuant to such transaction), (y) a purchase or other
acquisitions of all or a substantial portion of the assets of the Company and
its Subsidiaries, or (z) a purchase or other acquisition of securities
representing 20% or more of the shares of Common Stock then outstanding.
<PAGE>3
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) new Common Stock certificates issued after June 2,
1995 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 certificate.
The Rights are not exercisable until the Distribution Date and will expire at
the close of business on June 2, 2005, unless earlier redeemed 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, the separate Rights Certificates
alone will represent the Rights. Except (i) with respect to certain shares of
Common Stock issued or sold pursuant to the exercise of stock options or under
any employee plan or arrangement, or upon the exercise, conversion or exchange
of certain securities of the Company, or (ii) as otherwise determined by the
Board of Directors, only shares of Common Stock issued prior to the
Distribution Date will be issued with Rights.
In the event that a person becomes an Acquiring Person (except pursuant to an
offer for all outstanding shares of Common Stock which a majority of the
Directors who are not officers of the Company and who are not affiliates or
associates of such person determine to be fair to and otherwise in the best
interests of the Company and its stockholders) (a "Flip-in Event"), each
holder of a Right will thereafter have the right to receive, upon payment of
the Purchase Price, Common Stock (or, in certain circumstances, cash, property
or other securities of the Company) having a value (based on a formula set
forth in the Rights Agreement) equal to two times the Purchase Price of the
Right. Notwithstanding any of the foregoing, following the occurrence of the
Flip-in Event, all Rights that are, or (under certain circumstances specified
in the Rights Agreement) were, beneficially owned by an Acquiring Person (or
by certain related parties) will be null and void. However, Rights are not
exercisable following the occurrence of the Flip-in Event until such time as
the Rights are no longer redeemable by the Company as set forth below.
For example, at a Purchase Price of $80.00 per Right, each Right not owned by
an Acquiring Person (or by certain related parties) following a Flip-in Event
would entitle its holder to purchase $160.00 worth of Common Stock (or other
consideration, as noted above) determined pursuant to a formula set forth in
the Rights Agreement, for $80.00. Assuming that the Common Stock had a per
share value of $20.00 at such time (as determined pursuant to such formula),
the holder of each valid Right would be entitled to purchase eight shares of
Common Stock for $80.00.
<PAGE>4
In the event that, at any time following the Stock Acquisition Date, (i) the
Company is acquired in a merger or other business combination transaction in
which the Company is not the surviving corporation or in which it is the
surviving corporation but its Common Stock is changed or exchanged (other than
a merger meeting certain conditions which follows an offer for all outstanding
shares of Common Stock which a majority of the unaffiliated Directors who are
not officers of the Company determine to be fair to and otherwise in the best
interests of the Company and its stockholders), or (ii) 50% or more of the
Company's assets, earning power or cash flow is sold or transferred, each
holder of a Right (except Rights which previously have been voided as set
forth above) shall thereafter have the right to receive, upon payment of the
Purchase Price, common stock of the acquiring company having a value equal to
two times the exercise price of the Right. The events set forth in this
paragraph and the Flip-in Event described in the second preceding paragraph
are referred to as the "Triggering Events."
The Purchase Price payable, and the number of units of one one-hundredths of a
share of Preferred Stock or other securities or property issuable, upon
exercise of the Rights are subject to adjustment from time to time to prevent
dilution (i) in the event of a stock dividend on, or a subdivision,
combination or reclassification of, the Preferred Stock, (ii) if holders of
the Preferred Stock are granted certain rights or warrants to subscribe for
Preferred Stock or convertible securities at less than the current market
price of the Preferred Stock, or (iii) upon the distribution to holders of the
Preferred Stock of evidences of indebtedness or assets (excluding cash
dividends not in excess of 200% of regular quarterly cash dividends) or of
subscription rights or warrants (other than those referred to above).
With certain exceptions, no adjustment in the Purchase Price will be required
until cumulative adjustments amount to at least 1% of the Purchase Price. No
fractional shares of Preferred Stock (other than fractions of one one-
hundredth of a share, or integral multiples thereof) will be issued and, in
lieu thereof, an adjustment in cash will be made based on the market price of
the Preferred Stock on the last trading date prior to the date of exercise.
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 $.01 per Right
(payable in cash, Common Stock or other consideration deemed appropriate by
the Board of Directors).
For 180 days (the "Special Period") following a change in control of the Board
of Directors of the Company, that has not been approved by the Board of
Directors, occurring within six months of an unsolicited third party
acquisition or business combination proposal, the new directors are entitled
to redeem the rights (assuming the rights would have otherwise been
redeemable), including to facilitate an acquisition or business combination
transaction involving the Company, but only (1) if they have followed certain
prescribed procedures or (2) if such procedures are not followed, and if their
decision regarding redemption and/or any acquisition or business combination
is challenged as a breach of fiduciary duty of care or loyalty, the directors
(solely for purposes of determining the effectiveness of such redemption) are
able to establish the entire fairness of such redemption, and, if applicable,
such transaction.
<PAGE>5
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the
right to vote or to receive dividends. While the distribution of the Rights
will not be taxable to stockholders or to the Company, stockholders may,
depending upon the circumstances, recognize taxable income in the event that
the Rights become exercisable for Common Stock (or other consideration) of the
Company or for common stock of the acquiring company as set forth above, or
are redeemed as provided in the second preceding paragraph.
Any of the provisions of the Rights Agreement may be amended by the Board of
Directors of the Company prior to the Distribution Date. After the
Distribution Date, the provisions of the Rights Agreement may be amended by
the Board in order to cure any ambiguity, to make changes which do not
adversely affect the interests of holders of Rights, or to shorten or lengthen
any time period under the Rights Agreement. The foregoing notwithstanding, no
amendment may be made to the Rights Agreement during the Special Period or at
a time when the Rights are not redeemable, except to cure any ambiguity or
correct or supplement any provision contained in the Rights Agreement which
may be defective or inconsistent with any other provision therein.
The Rights have certain anti-takeover effects. Exercise of the Rights will
cause substantial dilution to a person or group that attempts to acquire the
Company on terms not approved by the Company's Board of Directors. The
existence of Rights, however, should not affect an offer at a fair price and
otherwise in the best interests of the Company and its stockholders as
determined by the Board of Directors. The Rights should not interfere with
any merger or other business combination approved by the Board of Directors
since the Board of Directors may, at its option, at any time until ten days
following the Stock Acquisition Date redeem all but not less than all of the
then outstanding Rights at the $.01 redemption price.
The Rights Agreement between the Company and the Rights Agent and the First
Amendment thereto specifying the terms of the Rights are attached hereto as
exhibits and are incorporated herein by reference. The foregoing description
of the Rights does not purport to be complete and is qualified in its entirety
by reference to such exhibits.
* Under the Rights Agreement, for purposes of calculating percentages of
Common Stock outstanding, shares of Common Stock outstanding shall
include all shares of Common Stock deemed to be beneficially owned by a
person and its affiliates and associates, even if not actually then
outstanding.
<PAGE>6
Item 2. Exhibits
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The response to Item 2 in the Form 8-A is hereby amended to read in its
entirety as follows:
1. Agreement, dated as of May 17, 1995, between Mark IV Industries, Inc.
and American Stock Transfer & Trust Company, as Rights Agent
2. First Amendment to Rights Agreement, dated as of May 19, 1999.
<PAGE>7
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.
Date: June 2, 1999
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MARK IV INDUSTRIES, INC.
By: /s/Richard L. Grenolds
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Richard L. Grenolds
Vice President and
Chief Accounting Officer
<PAGE>8
EXHIBIT INDEX
Exhibit Number Description Page
- ------------- ------------ ----
1. Rights Agreement, dated as of May 17, 1995, between
Mark IV Industries, Inc. and American Stock Transfer &
Trust Company, as Rights Agent (incorporated by
reference to Exhibit 4 to the Registrant's
Registration Statement on Form 8-A dated May 24, 1995.
2. First Amendment to Rights Agreement, dated as of May
19, 1999 (incorporated by reference to Exhibit 4 to
the Registrants' Form 8-K dated May 19, 1999).
