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 19, 1999
(date of earliest event reported)
OEA, INC.
(exact name of registrant as specified in its charter)
COMMISSION FILE NO. 1-6711
DELAWARE 36-2362379
(state of incorporation) (I.R.S. Employer Identification No.)
34501 EAST QUINCY AVENUE
P.O. BOX 100488 80250
DENVER, COLORADO (Zip Code)
(address of principal executive offices)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (303) 693-1248
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FORM 8-K
OEA, INC.
FEBRUARY 19, 1999
ITEM 5. OTHER EVENTS.
On February 19, 1999, OEA, Inc. (the "Company") entered into the First
Amendment to Rights Agreement (the "Amendment") which amended a Rights Agreement
dated as of March 25, 1999 (the "Rights Agreement") between the Company and
ChaseMellon Shareholder Services, L.L.C., as Rights Agent (the "Rights Agent").
The Amendment amends the definition of "Acquiring Person" contained in the
Rights Agreement so that Reich & Tang Asset Management L.P. will not be deemed
an "Acquiring Person" until such time as Reich & Tang Asset Management L.P.
shall be the beneficial owner of 20% of the Common Stock of the Company then
outstanding but only for so long as Reich & Tang Asset Management L.P. is not
required to file a report of beneficial ownership on Schedule 13D with the
Securities and Exchange Commission with respect to its holdings of the Company's
Common Stock. The Company also entered into a stockholders agreement with
Reich & Tang Asset Management L.P. in which Reich & Tang agreed not to take a
variety of actions directed at influencing control of the Company.
ITEM 7(c). EXHIBITS FILED.
Exhibit Number Description
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4.1 First Amendment to Rights Agreement, dated as of
February 19, 1999, between OEA, Inc. and ChaseMellon
Shareholder Services, L.L.C.
4.2 Stockholders Agreement, dated as of February 19, 1999,
between OEA, Inc. and Reich & Tang Asset Management L.P.
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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 hereunto duly authorized.
OEA, INC.
By: /s/ J. Thompson McConathy
---------------------------------
J. Thompson McConathy
Vice President Finance
Dated: February 19, 1999
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FIRST AMENDMENT TO RIGHTS AGREEMENT
This First Amendment to Rights Agreement (the "Amendment") is entered into
as of February 19, 1999, between OEA, Inc., a Delaware corporation, (the
"Company") and ChaseMellon Shareholder Services, L.L.C. (the "Rights Agent").
WHEREAS, the Company and the Rights Agent are parties to that certain
Rights Agreement, dated as of March 25, 1998 (the "Rights Agreement"); and
WHEREAS, the Board of Directors of the Company has approved an amendment
to the Rights Agreement pursuant to Section 27 thereof.
NOW THEREFORE, in consideration of the promises and the mutual agreements
herein set forth, the parties hereby agree as follows:
1. CERTAIN DEFINITIONS. For purposes of this Amendment, capitalized
terms not otherwise defined shall have the meaning given them in the Rights
Agreement.
2. AMENDMENT. Section 1(a) of the Rights Agreement is hereby amended
in its entirety to read as follows:
"Acquiring Person" shall mean any Person (as such term is hereinafter
defined) who or which, together with all Affiliates and Associates (as such
terms are hereinafter defined) of such Person, shall be the Beneficial Owner (as
such term is hereinafter defined) of 15% or more of the Common Shares of the
Company then outstanding, but shall not include (i) the Company; (ii) any
Subsidiary (as such term is hereinafter defined) of the Company; (iii) any
employee benefit plan of the Company or any Subsidiary of the Company, or any
entity holding Common Shares for or pursuant to the terms of any such plan; (iv)
Ahmed D. Kafadar, Charles B. Kafadar, Maryanna B. Kafadar, members of their
respective families and their respective descendants (the "Kafadar Family"),
heirs or legatees of any of the Kafadar Family members, transferees by will,
laws of descent or distribution or by operation of law of any of the foregoing
(including of any such transferees) (including any executor or administrator of
any estate of any of the foregoing), The Maryanna B. Kafadar Family Trust, The
Ahmed D. Kafadar Family Trust, The Ahmed D. Kafadar Marital Trust, or any trust
or foundation to which any of the foregoing has transferred or may transfer
securities of the Company, any trust established primarily for the benefit of,
or any other Person the beneficial owners of which consist primarily of, any of
the foregoing or any Affiliates or Associates of any of the foregoing (including
any beneficiary or trustee, manager or director of any of the foregoing or any
other Person serving any such entity in a similar capacity) (collectively, the
"Kafadar Entities"); (v) Reich & Tang Asset Management L.P., at any time prior
to becoming the Beneficial Owner of 20% or more of the Common Shares of the
Company then outstanding, but only for so long as Reich & Tang Asset
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Management L.P. is not required to file a Schedule 13D and is able to avail
itself of the exemption provided by Rule 13d-1(c) under the Securities Exchange
Act of 1934, as amended (or similar successor provisions, rules or regulations);
and (vi) any Person that inadvertently (as determined in good faith by the Board
of Directors of the Company whose determination shall be final and binding)
became an Acquiring Person as a result of the beneficial ownership of any
securities beneficially owned at any time by any Kafadar Entity. Notwithstanding
the foregoing, no Person shall become an "Acquiring Person" as the result of an
acquisition of Common Shares by the Company which, by reducing the number of
shares outstanding, increases the proportionate number of shares beneficially
owned by such Person to 15% or more of the Common Shares of the Company then
outstanding; provided, however, that if a Person shall become the Beneficial
Owner of 15% or more of the Common Shares of the Company then outstanding by
reason of share purchases by the Company and shall, after such share purchases
by the Company, become the Beneficial Owner of any additional Common Shares of
the Company, then such Person shall be deemed to be an "Acquiring Person."
Notwithstanding the foregoing, if the Board of Directors of the Company
determines in good faith that a Person who would otherwise be an "Acquiring
Person," as defined pursuant to the foregoing provisions of this paragraph (a),
has become such inadvertently, and such Person divests as promptly as
practicable a sufficient number of Common Shares so that such Person would no
longer be an "Acquiring Person," as defined pursuant to the foregoing provisions
of this paragraph (a), then such Person shall not be deemed to be an "Acquiring
Person" for any purposes of this Agreement.
3. EFFECT OF AMENDMENT. Except as expressly amended hereby, the Rights
Agreement shall remain in full force and effect.
4. SEVERABILITY. If any term, provision, covenant or restriction of
this Amendment is held by a court of competent jurisdiction or other authority
to be invalid, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions of this Amendment shall remain in full force and
effect and shall in no way be affected, impaired or invalidated.
5. GOVERNING LAW. This Amendment and each Right Certificate issued
hereunder shall be deemed to be a contract made under the laws of the State of
Delaware and for all purposes shall be governed by and construed in accordance
with the laws of such State applicable to contracts to be made and performed
entirely within such State.
6. 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.
7. DESCRIPTIVE HEADINGS. Descriptive headings of the several Sections
of this Amendment are inserted for convenience only and shall not control or
affect the meaning or construction of any of the provisions hereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and their seals attested, all as of the day and year first above
written.
OEA, INC.
By:/s/ J. Thompson McConathy
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Name: J. Thompson McConathy
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Title: Vice President Finance
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CHASEMELLON SHAREHOLDER
SERVICES, L.L.C.
By:/s/ Paul Collins
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Name: Paul Collins
------------------------------------
Title: Assistant Vice President
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STOCKHOLDER'S AGREEMENT
THIS STOCKHOLDERS AGREEMENT (this "Agreement") is entered into as of
February 19, 1999, by and between OEA, Inc., a Delaware corporation (the
"Company") and Reich & Tang Asset Management L.P., a Delaware limited
partnership (the "Stockholder").
RECITALS
A. The Stockholder manages accounts which hold approximately 2,523,700
shares of the common stock, par value $.10 per share, of the Company (the
"Stock"). The Stock currently owned by the Stockholder represents just less than
15% of the outstanding Stock. The Stockholder desires to acquire, in open market
purchases, additional shares of Stock; however, the terms of the Company's
Shareholder Rights Plan (the "Rights Plan") provide that the rights thereunder
would be triggered by such an acquisition.
B. The Company is willing to amend the terms of the Rights Plan, and to
consent to the acquisitions for purposes of Section 203 of the Delaware General
Corporation Law, and to thereby permit the Stockholder to acquire up to 20% of
the outstanding Stock, if Stockholder agrees to the terms hereof.
C. In order to enhance and promote a constructive and mutually
beneficial relationship with the Company, the Stockholder has agreed to be bound
by the terms of this Agreement.
AGREEMENT
In consideration of the foregoing, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereby agree as follows:
1. DEFINITIONS. For purposes of this Agreement, the following terms
shall have the following meanings:
(a) AFFILIATE; ASSOCIATE. The terms "Affiliate" and "Associate"
shall have the meanings given them in Rule 12b-2 under the Securities Exchange
Act of 1934, as amended (the "1934 Act"), as in effect on the date hereof, and
shall include any Affiliate or Associate that attains that status after the date
hereof.
(b) BENEFICIAL OWNER. A person shall be deemed a "beneficial
owner" of, or to have "beneficially owned" any Voting Securities in accordance
with the term "beneficial ownership" as defined in Rule 13d-3 under the 1934
Act, as in effect on the date hereof.
(c) VOTING SECURITIES. The term "Voting Securities" shall mean:
(i) the Company's common stock, par value $.10 per share, (ii) any other
securities of the Company entitled to vote generally for the election of
directors, (iii) options or rights to acquire any such securities, and (iv)
securities convertible into or exchangeable or exercisable for any such
securities, in each case now or hereafter outstanding.
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2. ACQUISITIONS AND CONTROL. During the term hereof, the Stockholder
shall not directly or indirectly do any of the following, except with the prior
written consent of the Company's Board of Directors specifically expressed in a
resolution adopted by a majority of the directors of the Company:
(a) acquire, or offer or agree to acquire, by purchase or
otherwise, any Voting Securities, if after giving effect to such acquisition the
Stockholder would beneficially own more than 20.0% of the Voting Securities
outstanding following such acquisition (except by way of stock dividends or
other distributions made to stockholders of the Company generally);
(b) submit any proposal for the vote or for the written consent of
the stockholders of the Company, or make or participate in any "solicitation" of
proxies (within the meaning of Regulation 14A under the 1934 Act), or seek to
advise or influence any person or entity with respect to the voting of any
Voting Securities, or grant a proxy to any person or entity except the Company
or its designees, or deposit any Voting Securities in a voting trust or subject
any Voting Securities to any agreement or arrangement with respect to the voting
thereof;
(c) form, join or otherwise participate in a "group" (within the
meaning of Section 13(d)(3) of the 1934 Act), with any person or entity with
respect to Voting Securities, except for a group all of whose members are
Affiliates or Associates of the Stockholder;
(d) initiate, induce, attempt or give encouragement to any tender
or exchange offer for Voting Securities or any merger, or otherwise propose a
change of control of the Company, or make any public announcement with respect
to, or submit any proposal or offer of any such extraordinary transaction
involving the Company or its securities or assets; or
(e) otherwise act, alone or in concert with others, to seek to
control or influence the management, Board of Directors or policies of the
Company.
3. TERM. The term of this Agreement shall be for ten years from the
date hereof; provided, however, that the limitations set forth in Section 2
hereof shall only apply at such times as the Stockholder, together with its
Affiliates and Associates, hold in excess of 15% of the outstanding Stock.
4. MISCELLANEOUS.
(a) At any time when Voting Securities are held by any Affiliate
or Associate of the Stockholder, the terms and conditions of this Agreement
shall apply to such Affiliate or Associate with the same force as to the
Stockholder, and the Stockholder shall cause such Affiliate or Associate to
comply therewith.
(b) The Stockholder acknowledges and agrees that the Company would
be irreparably harmed and would not have an adequate remedy at law for money
damages in the event that the Stockholder does not perform its obligations under
this Agreement. Accordingly, in
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addition to any other remedy to which it may be entitled, the Company shall be
entitled to injunctive or other equitable relief to enforce specific performance
of the terms of this Agreement.
(c) This Agreement shall be binding upon, and inure to the benefit
of, the parties and their respective heirs, personal representatives,
successors, assigns, Affiliates and Associates, but shall not be assignable
without the prior written consent of the non-assigning party.
(d) All notices and other communications hereunder shall be in
writing and shall be personally delivered or sent by overnight courier service,
telecopy or registered or certified mail, return receipt requested, postage
prepaid, to the following addresses:
(i) if to the Company:
OEA, Inc.
P.O. Box 100488
Denver, Colorado 80250
Attention: President and Chief Executive Officer
with a copy to:
Davis, Graham & Stubbs LLP 370 17th Street, Suite 4700
Denver, Colorado 80202 Attention: Ronald R. Levine, II
(ii) if to the Stockholder:
Reich & Tang Asset Management L.P.
600 Fifth Avenue
New York, New York 10020
or to such other address with respect to a party as such party shall notify the
other in writing.
Notices delivered personally or by overnight courier shall be effective
when delivered. Notices transmitted by telecopy shall be effective when
received. Notices delivered by registered or certified mail shall be effective
on the date shown on the receipt therefor.
(e) This Agreement contains the entire understanding of the
parties with respect to the subject matter hereof, and may not be amended,
modified or waived in any respect except by a writing duly executed by the party
to be charged.
(f) Captions used herein are for convenience only and shall not
affect the construction of any provision hereof.
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(g) This Agreement may be executed in any number of counterparts,
each of which shall be an original, but all of which together shall constitute
one agreement.
(h) If any provision or application of this Agreement shall be
invalid or unenforceable, the remainder of this Agreement shall not be affected
thereby, and shall be enforced to the greatest extent permitted by law.
(i) This Agreement shall be governed by the laws of the State of
Colorado applicable to contracts made and to be performed therein.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
OEA, INC.
/s/ Charles B. Kafadar
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By: Charles B. Kafadar
Title:President and Chief Executive Officer
REICH & TANG ASSET MANAGEMENT L.P.
/s/ Richard E. Smith, III
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By: Richard E. Smith, III
Title: President & CEO
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