<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
AMENDMENT TO APPLICATION OR REPORT
Filed pursuant to Section 12, 13 or 15(d) of
THE SECURITIES EXCHANGE ACT OF 1934
APOGEE ENTERPRISES, INC.
(exact name of registrant as specified in charter)
Minnesota 0-6365 41-0919654
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
7900 Xerxes Avenue South - Suite 1800
Minneapolis, Minnesota 55431
(Address of principal executive offices)
Registrant's telephone number, including area code: (612) 835-1874
AMENDMENT NO. 3 TO FORM 8-A
The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Application for Registration on
Form 8-A dated October 30, 1990 and amended July 26, 1995 for its Rights to
Purchase Junior Participating Preferred Stock, par value $1.00 per share, as set
forth in the pages attached hereto:
Item 1. Description of Registrant's Securities to be Registered.
Item 2. Exhibits
<PAGE>
Item 1. Description of Registrant's Securities to be Registered.
Item 1 of the Form 8-A dated October 30, 1990, amended as of July 26, 1995
and February 22, 1999 (the "Form 8-A"), filed by Apogee Enterprises, Inc. (the
"Company") is hereby amended by adding the following:
On December 7, 1999, the Company amended the Rights Agreement by entering
into Amendment No. 3, dated as of December 7, 1999 (the "Amendment"), to the
Rights Agreement with American Stock Transfer & Trust Company (f/k/a American
Stock Transfer Company). Capitalized terms used and not otherwise defined herein
have the meanings ascribed to them in the Rights Agreement and the Amendment.
The Rights Agreement has been amended to modify the redemption section to
delete the provision which prohibits redemptions during the 90-day period after
any Person first becomes an Acquiring Person if the majority of the Company's
Board is not composed of Continuing Directors.
A copy of the Amendment has been attached as an exhibit hereto and is
incorporated herein by reference. The foregoing description of the amendments to
the Restated Rights Agreement does not purport to be complete and is qualified
in its entirety by reference to the Amendment.
Item 2. Exhibits.
Item 2 of the Form 8-A is hereby amended by adding the following exhibit
attached hereto:
3. Amendment No. 3, dated as of December 7, 1999 to Rights Agreement,
dated as of October 19, 1990 and amended as of June 28, 1995 and as of
February 22, 1999, between the Company and American Stock Transfer &
Trust company (f/k/a American Stock Transfer Company).
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.
APOGEE ENTERPRISES, INC.
By: /s/ Robert G. Barbieri
------------------------------------
Robert G. Barbieri
Chief Financial Officer
Dated: December 7, 1999
<PAGE>
Exhibit Index
Exhibit No. Description
- ----------- -----------
3 Amendment No. 3, dated as of December 7, 1999, to Amended and
Restated Rights Agreement, dated as of October 19, 1990, and
amended as of June 28, 1995 and as of February 22, 1999, between
the Company and American Stock Transfer & Trust Company (f/k/a
American Stock Transfer Company).
<PAGE>
Exhibit B
---------
FORM OF RIGHT CERTIFICATE
Certificate No. R- ________ Rights
NOT EXERCISABLE AFTER OCTOBER 9, 2008 OR EARLIER IF REDEMPTION OR EXCHANGE
OCCURS. THE RIGHTS ARE SUBJECT TO REDEMPTION AT $.01 PER RIGHT (SUBJECT TO
ADJUSTMENT) AND TO EXCHANGE ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT.
UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS
BENEFICIALLY OWNED BY A PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR AN
AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE
RIGHTS AGREEMENT) AND SUBSEQUENT HOLDERS OF SUCH RIGHTS MAY BECOME NULL AND
VOID.
RIGHT CERTIFICATE
APOGEE ENTERPRISES, INC.
This certifies that __________________________________, or registered
assigns, is the registered owner of the number of rights set forth above, each
of which entitles the owner thereof, subject to the terms, provisions and
conditions of the Rights Agreement, dated as of October 19, 1990, and as amended
as of June 28, 1995, as of February 22, 1999 and as of December 7, 1999 (as
amended, the "Rights Agreement"), between Apogee Enterprises, Inc., a Minnesota
corporation (the "Company"), and American Stock Transfer & Trust Company (f/k/a
American Stock Transfer Company), a New York corporation (the "Rights Agent"),
to purchase from the Company at any time after the Distribution Date (as such
term is defined in the Rights Agreement) and prior to 5:00 P.M., Minneapolis,
Minnesota time, on October 9, 2008, at the office or offices of the Rights Agent
designated for such purpose, or of its successor as Rights Agent, one
one-hundredth of a fully paid nonassessable share of Series A Junior
Participating Preferred Stock, par value $1.00 per share (the "Preferred
Shares"), of the Company, at a purchase price of $50.00 (the "Purchase Price"),
upon presentation and surrender of this right Certificate with the form of
Election to Purchase duly executed. The number of Rights evidenced by this Right
Certificate (and the number of one one-hundredths of a Preferred Share which may
be purchased upon exercise hereof) set forth above, and the Purchase Price set
forth above, are the number and Purchase Price as of October 9, 1998, based on
the Preferred Shares as constituted at such date. As provided in the Rights
Agreement, the Purchase Price and the number of one one-hundredths of a
Preferred Share which may be purchased upon the exercise of the Rights evidenced
by this Right Certificate are subject to modification and adjustment upon the
happening of certain events.
<PAGE>
Exhibit C
---------
APOGEE ENTERPRISES, INC.
SUMMARY OF RIGHTS TO PURCHASE
PREFERRED SHARES
On October 19, 1990, the Board of Directors of Apogee Enterprises, Inc.
(the "Company"), declared a dividend of one preferred share purchase right (a
"Right") per share for each outstanding share of Common Stock, par value $33 1/3
(the "Common Shares"), of the Company. The dividend was payable on November 6,
1990 (the "Record Date") to shareholders of record on that date.
Each Right entitles the registered holder to purchase from the Company one
one-hundredth of a share of Series A Junior Participating Preferred Stock, par
value $1.00 (the "Preferred Shares"), of the Company at a price of $50.00 per
one-hundredth of a Preferred Share (the "Purchase Price"), subject to
adjustment. The description and terms of the Rights are set forth in a Rights
Agreement (the "Rights Agreement"), dated as of October 19, 1990, as amended by
Amendment No. 1, dated as of June 28,1995, Amendment No. 2, dated as of February
22, 1999, and Amendment No. 3, dated as of December 7, 1999, between the
Company and American Stock Transfer & Trust Company (formerly known as American
Stock Transfer Company), as Rights Agent (the "Rights Agent").
Initially, the Rights will attach to all certificates representing Common
Shares then outstanding and no separate Right Certificates will be distributed.
The Rights will separate from the Common Shares, and a Distribution Date for the
Rights will occur upon the earlier of:
(i) the close of business on the twentieth day following a public
announcement that a person or group of affiliated or associated persons has
become an "Acquiring Person" (i.e., has become, subject to certain
exceptions, the beneficial owner of 10% or more of the outstanding Common
Shares); and
(ii) the close of business on the twentieth day following the
commencement or public announcement of a tender offer or exchange offer,
the consummation of which would result in a person or group of affiliated
or associated persons becoming, subject to certain exceptions, the
beneficial owner of 10% or more of the outstanding Common Shares (or such
later date as may be determined by the Board of Directors of the Company
prior to a person or group of affiliated or associated persons becoming an
Acquiring Person).
A Person will not be an Acquiring Person if the Continuing Directors of the
Company determine that such Person became an Acquiring Person inadvertently and
such Person divests itself, within a reasonable period of time as determined by
the Continuing Directors, of a sufficient number of Common Shares so that such
Person is no longer an Acquiring Person.
-1-
<PAGE>
Until the Distribution Date,
(i) the Rights will be evidenced by the Common Share certificates and
will be transferred with and only with the Common Shares,
(ii) new Common Share certificates issued after the Record Date upon
transfer or new issuance of the Common Shares will contain a notation
incorporating the Rights Agreement by reference, and
(iii) the surrender for transfer of any Common Share certificate, even
without such notation or a copy of this Summary of Rights attached thereto,
will also constitute the transfer of the Rights associated with the Common
Shares represented by such certificate.
As promptly as practicable following the Distribution Date, separate
certificates evidencing the Rights ("Right Certificates") will be mailed to
holders of record of the Common Shares as of the close of business on the
Distribution Date, and such separate Right Certificates alone will evidence the
Rights.
The Rights are not exercisable until the Distribution Date. The Rights will
expire on October 9, 2008, unless extended or earlier redeemed or exchanged by
the Company as described below.
The Purchase Price payable, and the number of Preferred Shares 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 Shares,
(ii) upon the grant to holders of the Preferred Shares of certain
rights, options or warrants to subscribe for or purchase Preferred Shares
or convertible securities at less than the then current market price of the
Preferred Shares, or
(iii) upon the distribution to holders of the Preferred Shares of
evidences of indebtedness or assets (excluding regular periodic cash
dividends or dividends payable in Preferred Shares) or of subscription
rights or warrants (other than those described in clause (ii) of this
paragraph).
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
the Purchase Price. No fraction of a Preferred Share will be issued (other than
fractional shares which are integral multiples of one one-hundredth of a
Preferred Share, which may, at the election of the Company, be evidenced by
depositary receipts) if in lieu thereof, a payment in cash is made based on the
-2-
<PAGE>
closing price (prorated for the fraction) of the Preferred Shares on the last
trading date prior to the date of exercise.
The number of outstanding Rights and the number of one one-hundredths of a
Preferred Share issuable upon exercise of each Right are also subject to
adjustment in the event of a stock split of the Common Shares or a stock
dividend on the Common Shares payable in Common Shares or subdivisions,
consolidations or combinations of the Common Shares occurring, in any such case,
prior to the Distribution Date.
Preferred Shares purchasable upon exercise of the Rights will not be
redeemable. Each Preferred Share will be entitled to a minimum preferential
quarterly dividend payment of $1.00 per share but will be entitled to an
aggregate dividend of 100 times the dividend declared per Common Share. In the
event of liquidation, the holders of the Preferred Shares will be entitled to a
minimum preferential liquidation payment of $100 per share but will be entitled
to an aggregate payment of 100 times the payment made per Common Share. Each
Preferred Share will have 100 votes, voting together with the Common Shares.
Finally, in the event of any merger, consolidation or other transaction in which
Common Shares are exchanged, each Preferred Share will be entitled to receive
100 times the amount received per Common Share. These rights are protected by
customary antidilution provisions.
Because of the nature of the Preferred Shares' dividend, liquidation and
voting rights, the value of the one one-hundredth interest in a Preferred Share
purchasable upon exercise of each Right should approximate the value of one
Common Share.
In the event that:
(i) any person or group of affiliated or associated persons becomes an
Acquiring Person (unless such person first becomes an Acquiring Person
pursuant to a tender offer or an exchange offer for all outstanding Common
Shares at a price and on terms determined by the Board of Directors of the
Company (prior to any change in control of the Board of Directors) to be
fair to shareholders and otherwise in the best interests of the Company and
its shareholders and which the Board of Directors recommends to the
shareholders) or
(ii) during such time as there is an Acquiring Person, there shall be
a reclassification of securities or a recapitalization or reorganization of
the Company or other transaction or series of transactions involving the
Company or a subsidiary of the Company which has the effect of increasing
by more than 1% the proportionate share of the outstanding shares of any
class of equity securities of the Company or any of its subsidiaries
beneficially owned by an Acquiring Person, proper provision shall be made
so that each holder of a Right, other than Rights beneficially owned by the
Acquiring Person and certain transferees thereof (which will thereafter be
void), will thereafter have the right, exercisable following the expiration
of the Company's right to redeem the Rights, to receive upon exercise
thereof at the then current exercise price of the Right that
-3-
<PAGE>
number of Common Shares having a market value of two times the exercise
price of the Right, subject to certain possible adjustments.
In the event that the Company is acquired in certain mergers or other
business combination transactions (other than a transaction for at least the
same per-share consideration with a person who acquired Common Shares through a
tender offer or exchange offer for all outstanding Common Shares approved by the
Board of Directors of the Company in accordance with the preceding paragraph or
any wholly owned subsidiary of such person) or 50% or more of the assets or
earning power of the Company and its subsidiaries (taken as a whole) are sold
after the Distribution Date or within twenty days prior thereto, each holder of
a Right (other than Rights which have become void under the terms of the Rights
Agreement) will thereafter have the right to receive, upon exercise thereof at
the then current exercise price of the Right, that number of Common Shares of
the acquiring company (or, in certain cases, one of its affiliates) having a
market value of two times the exercise price of the Right.
In certain events specified in the Rights Agreement, the Company is
permitted to temporarily suspend the exercisability of the Rights.
At any time after a person or group of affiliated or associated persons
becomes an Acquiring Person (subject to certain exceptions), and prior to the
acquisition by a person or group of affiliated or associated persons of 50% or
more of the outstanding Common Shares, the Board of Directors of the Company may
(if there has been no change in control of the Board of Directors) exchange all
or part of the Rights (other than Rights which have become void under the terms
of the Rights Agreement) for Common Shares at an exchange ratio per Right equal
to the result obtained by dividing the exercise price of a Right by the current
per share market price of the Common Shares, subject to adjustment.
At any time prior to the close of business on the twentieth day after a
public announcement that a person or group of affiliated or associated persons
has become an Acquiring Person, the Board of Directors of the Company may redeem
the Rights in whole, but not in part, at a price of $.01 per Right, subject to
adjustment (the "Redemption Price"), payable in cash, Common Shares or any other
form of consideration deemed appropriate by the Board of Directors. The period
of time during which the Rights may be redeemed may be extended if no such
change of control has occurred or if no person has become an Acquiring Person.
The redemption of the Rights may be made effective at such time, on such basis
and with such conditions as the Board of Directors in its sole discretion may
establish. The Board of Directors and the Company shall not have any liability
to any person as a result of the redemption or exchange of the Rights pursuant
to any provisions of the Rights Agreement.
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. In addition, the Company will have no liability
to holders of Rights or of the Common Shares for any failure to comply with the
Rights Agreement during any period the Continuing Directors are unaware of the
existence of the Acquiring Person.
-4-
<PAGE>
A copy of the Rights Agreement has been filed with the Securities and
Exchange Commission ("SEC") as an Exhibit to a Registration Statement on Form
8-A dated October 26, 1990 (the "1990 Form 8-A"). A copy of each of Amendment
No. 1, Amendment No. 2 and Amendment No. 3 to the Rights Agreement,
respectively, has been filed with the SEC as an Exhibit to three Forms 8-A/A
amending the 1990 Form 8-A, the first of which is dated July 25, 1995, the
second of which is dated February 22, 1999, and the third of which is dated
December 7, 1999. A copy of the Rights Agreement and each of Amendments No.
1, No. 2 and No. 3 thereto are available free of charge from the Company by
contacting the Secretary of Apogee Enterprises, Inc., 7900 Xerxes Avenue South,
Minneapolis, Minnesota 55431. This summary description of the Rights does not
purport to be complete and is qualified in its entirety by reference to the
Rights Agreement, which is hereby incorporated herein by reference.
-5-
<PAGE>
AMENDMENT NO. 3
TO
RIGHTS AGREEMENT
Amendment No. 3, dated as of December 7, 1999 (the "Amendment"), to the
Rights Agreement, dated as of October 19, 1990 and amended as of June 28, 1995
and February 22, 1999, (as amended to date, the "Rights Agreement"), between
Apogee Enterprises, Inc., a Minnesota corporation (the "Company"), and American
Stock Transfer & Trust Company (f/k/a American Stock Transfer Company), a New
York corporation (the "Rights Agent").
WITNESSETH:
WHEREAS, the Company and the Rights Agent entered into the Rights
Agreement; and
WHEREAS, on December 2, 1999, the Board of Directors of the Company, in
accordance with Section 27 of the Rights Agreement, determined it desirable and
in the best interests of the Company and its shareholders to supplement and
amend certain provisions of the Rights Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual agreements
herein set forth, the parties hereby agree as follows:
Section 1. Amendment to Section 23. The first sentence of Section 23(a) of
the Rights Agreement is hereby amended to read in its entirety as follows:
"Subject to the provisions of Section 27, the Board of Directors of the
Company may, at its option, at any time prior to the earlier of (i) the
Close of Business on the twentieth day after the Share Acquisition Date
(or, if the twentieth day following such Share Acquisition Date occurs
before the record Date, the Close of Business on the Record Date) or (ii)
the final Expiration Date, redeem all but not less than all of the then
outstanding Rights at a redemption price of $.01 per Right, appropriately
adjusted to reflect any stock split, stock dividend or similar transaction
occurring after the date hereof (such redemption price being hereinafter
referred to as the "Redemption Price")."
Section 2. Amendment to Form of Right Certificate. The first page of the
Form of Right Certificate to purchase Preferred Shares set forth in Exhibit B
attached to the Rights Agreement is hereby amended to read in its entirety as
set forth in the attachment hereto.
Section 3. Amendment to Summary of Rights. The form of Summary of Rights to
purchase Preferred Shares set forth in Exhibit C attached to the Rights
Agreement is hereby amended to read in its entirety as set forth in the
attachment hereto.
<PAGE>
Section 4. Rights Agreement as Amended. The term "Agreement" as used in the
Rights Agreement shall be deemed to refer to the Rights Agreement as amended
hereby. This Amendment shall be effective as of the date hereof and, except as
set forth herein, the Rights Agreement shall remain in full force and effect and
be otherwise unaffected hereby.
Section 5. Counterparts. This Amendment may be executed in any number of
counterparts and each of such counterparts shall for all purposes be deemed to
be an original, and all such counterparts shall together constitute but one and
the same instrument.
IN WITNESS WHEREOF, the parties have caused this Amendment to be duly
executed and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.
APOGEE ENTERPRISES, INC.
Attest:
By: /s/ Patricia A. Beithon By: /s/ Russell Huffer
- ----------------------------- -------------------------------------
Title: Secretary and General Title: Chief Executive Officer and
Counsel President
AMERICAN STOCK TRANSFER & TRUST
COMPANY F/K/A
AMERICAN STOCK TRANSFER COMPANY
Attest:
By: /s/ Felix Orihuela By: /s/ Geraldine M. Zarbo
- ----------------------------- -------------------------------------
Title: Assistant Vice President Title: Vice President
