SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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) June 30, 1999
Herman Miller, Inc.
(Exact name of registrant as specified in its charter)
Michigan 0-5813 38-0837640
(State of (Commission File Number) (I.R.S. Employer
Incorporation) Identification No.)
855 East Main Street, Zeeland 49464
(Address of principal executive offices) (Zip Code)
(616) 654-3000
(Registrant's telephone number,
including area code)
Page 1 of 6 Pages
Exhibit Index is on Page 7
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Item 5. Other Events
On June 30, 1999, the Board of Directors of Herman Miller, Inc., a Michigan
corporation (the "Company"), declared a dividend payable July 12, 1999 of one
right (a "Right") for each outstanding share of common stock, $.20 par value
("Common Stock") of the Company held of record at the close of business on July
12, 1999 (the "Record Time"), or issued thereafter and prior to the Separation
Time (as hereinafter defined). The Rights were issued pursuant to a Shareholder
Protection Rights Agreement, dated as of June 30, 1999 (the "Rights Agreement"),
between the Company and First Chicago Trust of New York, a division of Equiserve
Limited Partnership, as Rights Agent (the "Rights Agent"). Each Right entitles
its registered holder to purchase from the Company, after the Separation Time,
one one-hundredth of a share of Junior Participating Preferred Stock ("Junior
Preferred Stock"), for $100 (the "Exercise Price"), subject to adjustment.
The Rights will be evidenced by the Common Stock certificates until the
close of business on the earlier of (i) the later of (A) the tenth day after the
date on which any Person (other than the Company, a majority-owned Subsidiary of
the Company or an employee stock ownership or other employee benefit plan of the
Company or a majority-owned Subsidiary of the Company) commences a tender or
exchange offer which, if consummated, would result in such Person's becoming the
Beneficial Owner of 15% or more of the outstanding shares of Common Stock (any
Person having such Beneficial Ownership being referred to herein as an
"Acquiring Person") and (B) such later date as the Board of Directors may from
time to time fix by resolution adopted prior to the Separation Time, and (ii)
the first date (the "Flip-In Date") of public announcement by the Company or an
Acquiring Person that an Acquiring Person has become such other than as a result
of a Flip-over Transaction or Event (as defined below); provided that, if the
foregoing results in the Separation Time being prior to the Record Time, the
Separation Time shall be the Record Time; and provided further that, if a tender
or exchange offer referred to in clause (i) is cancelled, terminated or
otherwise withdrawn prior to the Separation Time, such offer shall be deemed
never to have been made. The time described in either clause (i) or (ii) of the
foregoing sentence is referred to as the "Separation Time." The Rights Agreement
provides that, until the Separation Time, the Rights will be transferred with
and only with the Common Stock. Common Stock certificates issued after the
Record Time but prior to the Separation Time will evidence one Right for each
share of Common Stock represented thereby and shall have printed thereon a
legend incorporating by reference the terms of the Rights Agreement (as such may
be amended from time to time). Notwithstanding the absence of the aforementioned
legend, certificates evidencing shares of Common Stock outstanding at the Record
Time shall also evidence one Right for each share of Common Stock evidenced
thereby. Promptly following the Separation Time, separate certificates
evidencing the Rights ("Right Certificates") will be mailed to holders of record
of Common Stock at the Separation Time.
The Rights will not be exercisable until the Business Day following the
Separation Time. The Rights will expire on the earlier of (i) the close of
business on July 12, 2009, and (ii) the date on which the Rights are redeemed as
described below (the "Expiration Time").
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The Exercise Price and the number of Rights outstanding, or in certain
circumstances the securities purchasable upon exercise of the Rights, are
subject to adjustment from time to time to prevent dilution in the event of a
Common Stock dividend on, or a subdivision or a combination into a smaller
number of shares of, Common Stock, or the issuance or distribution of any
securities or assets in respect of, in lieu of, or in exchange for, Common
Stock.
In the event that prior to the Expiration Time, a Flip-In Date shall occur,
the Company shall take such action as shall be necessary to ensure and provide
that, if permitted by applicable law, each Right (other than Rights beneficially
owned by the Acquiring Person or any Affiliate or Associate thereof, which
Rights shall become void) shall constitute the right to purchase from the
Company, upon the exercise thereof in accordance with, and subject to, the terms
of the Rights Agreement, that number of shares of Common Stock of the Company
having an aggregate Market Price, on the date of the public announcement of an
Acquiring Person's becoming such (the "Stock Acquisition Date") that gave rise
to the Flip-in Date, equal to twice the Exercise Price for an amount in cash
equal to the then current Exercise Price. In addition, the Board of Directors of
the Company may, at its option, at any time after a Flip-in Date and prior to
the time that an Acquiring Person becomes the Beneficial Owner of more than 50%
of the outstanding shares of Common Stock, if applicable law permits Rights
owned by the Acquiring Person and any Associate or Affiliate thereof to become
void, elect to exchange all (but not less than all) the then outstanding Rights
(other than Rights Beneficially Owned by the Acquiring Person or any Affiliate
or Associate thereof, which Rights become void) for shares of Common Stock at an
exchange ratio of one share of Common Stock per Right, appropriately adjusted to
reflect any stock split, stock dividend or similar transaction occurring after
the date of the Separation Time (the "Exchange Ratio"). Immediately upon such
action by the Board of Directors, the right to exercise the Rights will
terminate and each Right will thereafter represent only the right to receive a
number of shares of Common Stock equal to the Exchange Ratio.
Whenever the Company shall become obligated (as described in the preceding
paragraph) to issue shares of Common Stock upon exercise of or in exchange for
Rights, the Company, at its option, may substitute therefor shares of Junior
Preferred Stock, at a ratio of one one-hundredth of a share of Junior Preferred
Stock for each share of Common Stock so issuable.
In the event that prior to the Expiration Time the Company enters into,
consummates, or permits to occur a transaction or series of transactions on or
after the time when an Acquiring Person has become such in which, directly or
indirectly, (A) the Company shall consolidate or merge with or into the
Acquiring Person or any Person acting together in any respect with the Acquiring
Person, or the Acquiring Person or any other Person acting together in any
respect with the Acquiring Person shall merge with or into the Company, (B) the
Company shall sell or otherwise transfer (or one or more of its Subsidiaries
shall sell or otherwise transfer) assets (i) aggregating more than 50% of the
assets (measured by either book value or fair market value) or (ii) generating
more than 50% of the operating income or cash flow, of the Company and its
Subsidiaries (taken as a whole) to the Acquiring Person or any other Person
acting together in any respect with the Acquiring Person (provided that for
purposes of clauses (A) and (B), but without limitation, a Person shall be
deemed
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to be acting together in any respect with an Acquiring Person if such Person
enters into any transaction of the type described in clause (A) or (B) within
one year after the time the Acquiring Person has become such, unless (x) such
transaction was initiated by the Company and (y) the Acquiring Person or any
Person acting together in any respect with the Acquiring Person has not acquired
control of the Board of Directors of the Company), (C) any Acquiring Person
shall (i) sell, purchase, lease, exchange, mortgage, pledge, transfer or
otherwise acquire or dispose of, to, from, or with, as the case may be, the
Company or any of its Subsidiaries, over any period of 12 consecutive calendar
months, assets or liabilities (x) having an aggregate fair market value of more
than $100,000,000 or (y) on terms and conditions less favorable to the Company
than the Company would be able to obtain through arm's-length negotiations with
an unaffiliated third party, (ii) receive any compensation for services from the
Company or any of its Subsidiaries, other than compensation for full-time
employment as a regular employee at rates in accordance with the Company's (or
its Subsidiaries') past practices, or (iii) receive the benefit, directly or
indirectly (except proportionately as a shareholder), over any period of 12
consecutive calendar months, of any loans, advances, guarantees, pledges,
insurance, reinsurance or other financial assistance or any tax credits or other
tax advantage provided by the Company or any of its Subsidiaries involving an
aggregate principal amount in excess of $100,000,000 or an aggregate cost or
transfer of benefits from the Company or any of its Subsidiaries in excess of
$100,000,000 or, in any case, on terms and conditions less favorable to the
Company than the Company would be able to obtain through arm's- length
negotiations with a third party, or (D) as a result of any reclassification of
securities (including any reverse stock split), or recapitalization, of the
Company, or any merger or consolidation of the Company with any of its
Subsidiaries, or any other transaction or series of transactions (whether or not
with or into or otherwise involving an Acquiring Person), the proportionate
share of the outstanding shares of any class of equity or convertible securities
of the Company or any of its Subsidiaries which is directly or indirectly owned
by any Acquiring Person is increased by more than 1% (each of the transactions
or events or series of transactions or events in clauses (A) through (D) above
being referred to herein as a "Flip-over Transaction or Event"), the Company
shall take such action as shall be necessary to ensure, and shall not enter
into, consummate, or permit to occur any Flip-over Transaction or Event unless
and until it shall have entered into a supplemental agreement with the Person
engaging in such Flip-over Transaction or Event (the "Flip-over Entity"), for
the benefit of the holders of the Rights, providing that upon consummation or
occurrence of the Flip-over Transaction or Event (i) each Right shall thereafter
constitute the right to purchase from the Flip-over Entity, upon exercise
thereof in accordance with the terms of the Rights Agreement, that number of
shares of common stock of the Flip-over Entity having an aggregate Market Price
on the date of consummation or occurrence of such Flip-over Transaction or Event
equal to twice the Exercise Price for an amount in cash equal to the then
current Exercise Price and (ii) the Flip-over Entity shall thereafter be liable
for, and shall assume, by virtue of such Flip-over Transaction or Event and such
supplemental agreement, all the obligations and duties of the Company pursuant
to the Rights Agreement. For purposes of the foregoing definition of ("Flip-over
Transaction or Event"), the term "Acquiring Person" shall include any Acquiring
Person and its Affiliates and Associates (other than the Company, a wholly-owned
Subsidiary of the Company or an employee stock ownership or other employee
benefit plan of the Company or a wholly-owned Subsidiary of the Company),
counted together as a single Person.
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The Board of Directors of the Company may, at its option, at any time prior
to the Flip-in Date, redeem all (but not less than all) the then outstanding
Rights at a redemption price of $.001 per Right, subject to adjustment, (the
"Redemption Price"), as provided in the Rights Agreement. Immediately upon the
action of the Board of Directors of the Company electing to redeem the Rights,
without any further action and without any notice, the right to exercise the
Rights will terminate and each Right will thereafter represent only the right to
receive the Redemption Price in cash for each Right so held.
The holders of Rights will, solely by reason of their ownership of Rights,
have no rights as shareholders of the Company, including, without limitation,
the right to vote or to receive dividends.
The Rights will not prevent a takeover of the Company. The Rights, however,
may have certain anti-takeover effects. The Rights may cause substantial
dilution to a person or group that acquires 15% or more of the Common Stock
unless the Rights are first redeemed by the Board of Directors of the Company.
Nevertheless, the Rights should not interfere with a transaction that is in the
best interests of the Company and its shareholders on or prior to the Flip-in
Date, because the Rights can be redeemed before the consummation of such
transaction.
As of May 29, 1999, there were 79,565,860 shares of Common Stock issued and
outstanding and 13,220,857 shares reserved for issuance pursuant to existing
option and employee benefit plans. As of May 29,1999, options to exercise
4,819,767 shares of the Company's Common Stock, granted under these plans, were
outstanding. As long as the Rights are attached to the Common Stock, the Company
will issue one Right with each new share of Common Stock so that all such shares
will have Rights attached.
The Rights Agreement (which includes as Exhibit A the form of Rights
Certificate and Election to Exercise and as Exhibit B the form of Certificate of
Adoption of Resolution Establishing the Junior Preferred Stock) is filed
herewith as an exhibit and is incorporated herein by reference. The foregoing
description of the rights is qualified in its entirety by reference to the
Rights Agreement and such exhibits thereto, including the definitions therein of
certain terms. Whenever particular terms that are defined in the Rights
Agreement are referred to, it is intended that such defined terms shall be
incorporated herein by reference.
Item 7. Financial Statements and Exhibits
(a) & (b) Not Applicable
(c) Exhibits - See Exhibit Index
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SIGNATURE
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, thereunto duly authorized.
Dated: July 6, 1999 HERMAN MILLER, INC.
By /s/ James Christenson
Its Secretary
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EXHIBIT INDEX
Exhibit No. Description
(1)
Shareholder Protection Rights Agreement, dated as of June
30, 1999 (the "Rights Agreement"), between Herman Miller,
Inc. (the "Company") and First Chicago Trust of New York, a
division of Equiserve Limited Partnership, as Rights Agent,
including as Exhibit A the form of Rights Certificate and of
Election to Exercise and as Exhibit B the form of
Certificate of Adoption of Resolution Establishing Series of
Shares of Junior Participating Preferred Stock of the
Company
(2) Press Release dated July 2, 1999, issued by the Company
(3) Letter to Shareholders dated July 12, 1999, mailed by the
Company
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