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: February 10, 1997
MINE SAFETY APPLIANCES COMPANY
(Exact name of registrant as specified in its charter)
Pennsylvania 0-2504 25-0668780
(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification
incorporation) Number)
121 Gamma Drive
RIDC Industrial Park
O'Hara Township
Pittsburgh, Pennsylvania 15238
(Address of principal executive offices) (Zip Code)
(412) 967-3000
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Item 5. Other Events.
On February 10, 1997, the Board of Directors of Mine Safety
Appliances Company (the "Company") approved the adoption of a shareholder
rights plan. The plan is intended to promote continuity and stability,
deter coercive or partial offers which will not provide fair value to all
shareholders, and enhance the Board's ability to represent all
shareholders and thereby maximize shareholder values.
Pursuant to the Rights Agreement entered into between the
Company and Norwest Bank Minnesota, N.A., as Rights Agent (the "Rights
Agreement"), one right ("Right") will be issued for each share of common
stock, no par value per share, of the Company outstanding as of the close
of business on February 21, 1997. Each of the Rights will entitle the
registered holder to purchase from the Company one one-thousandth of a
share of Series A Junior Participating Preferred Stock at a price of $225
per one one-thousandth of a share. The Rights generally will not become
exercisable unless and until, among other things, any person acquires,
after excluding "exempted shares," beneficial ownership of 15% or more of
the outstanding stock. The Rights are generally redeemable at $.01 per
Right at any time until 10 days following a public announcement that
such a 15% or greater position in the Company's common stock has been
acquired and will expire, unless earlier redeemed or exchanged, on
February 21, 2007.
A description of the Rights is set forth in Exhibit B to the
Rights Agreement, a copy of which is filed herewith and is incorporated
herein by reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. Description
4 Rights Agreement, dated as of February 10, 1997,
between Mine Safety Appliances Company and Norwest Bank
Minnesota, N.A., which includes as Exhibit B thereto,
the Form of Rights Certificate (incorporated by
reference to the Registrant's Form 8-A dated February
19, 1997).
99 Press Release issued on February 10, 1997 (incorporated
by reference to the Registrant's Form 8-A dated
February 19, 1997).
SIGNATURES
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.
MINE SAFETY APPLIANCES COMPANY
(Registrant)
BY: /s/ Donald H. Cuozzo
Donald H. Cuozzo
Vice President, Secretary
and General Counsel
Dated: February 19, 1997
INDEX TO EXHIBITS
Exhibit No. Description Page
4 Rights Agreement, dated as of
February 10, 1997, between Mine
Safety Appliances Company and Norwest
Bank Minnesota, N.A., which includes
as Exhibit A thereto, the Form of
Rights Certificate (incorporated by
reference to the Registrant's Form
8-A dated February 19, 1997).
99 Press Release issued on February 10, 1997
(incorporated by reference to the
Registrant's Form 8-A dated February 19,
1997).
