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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): May 2, 1995
THE OILGEAR COMPANY
(Exact name of Registrant as specified in its charter)
Wisconsin 0-822 39-0514580
(State or other jurisdiction (Commission File (I.R.S. Employer
of incorporation) Number) Identification No.)
2300 South 51st Street
P.O. Box 343924
Milwaukee, Wisconsin 53234-3924
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (414) 327-1700
_____________________________________________________________
(Former name or former address, if changed since last report)
__________________________________
*This report updates the description of the Registrant's Common Stock
under the Securities Exchange Act of 1934 and supersedes in its entirety the
Registrant's Form 8-K dated August 19, 1993 filed for the same purpose.
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ITEM 5. OTHER EVENTS.
Updated Description of Capital Stock:
The following "Description of Capital Stock" is filed for the purpose
of updating the description of the Common Stock of The Oilgear Company
("Oilgear") under the Securities Exchange Act of 1934:
DESCRIPTION OF CAPITAL STOCK
(The following summary does not purport to be a complete description
of the applicable provisions of Oilgear's Restated Articles of Incorporation
and Bylaws, as amended, or of applicable statutory or other law, and is
qualified in its entirety by reference thereto.)
The authorized capital stock of Oilgear consists of 4,000,000 shares of
Common Stock, $1.00 par value ("Common Stock"), of which 1,153,298 shares were
issued and outstanding at March 31, 1995. Oilgear acts as the transfer agent
for its Common Stock.
DESCRIPTION OF COMMON STOCK
Holders of Common Stock (i) have equal and ratable rights to dividends
from funds legally available therefor, when, as and if declared by the Board of
Directors, (ii) are entitled to share ratably in any distribution to holders of
Common Stock upon liquidation of Oilgear, and (iii) do not have preemptive
rights. The outstanding shares of Common Stock are fully paid and
nonassessable. Shareholders are subject to personal liability under Section
180.0622(2)(b) of the Wisconsin Business Corporation Law ("WBCL"), as
judicially interpreted, for debts owing to employees of Oilgear for services
performed, but not exceeding six months' service in any one case. The Common
Stock is not redeemable or convertible, and each holder is entitled to one vote
per share on all matters presented to shareholders, except to the extent that
the voting power of shares held by any person in excess of 20% of the voting
power in the election of directors may be limited under Section 180.1150 of the
WBCL as described below. Except as may otherwise be provided by law, the
required vote for shareholder approval of certain corporate actions, including
merger with another corporation, sale of all or substantially all of Oilgear's
property or voluntary dissolution of Oilgear, is two-thirds of the shares
entitled to vote on the transaction.
Pursuant to authorization contained in the Restated Articles of
Incorporation, the Bylaws provide that the number of directors of Oilgear shall
be divided into three classes. Each class is elected for a three-year term,
with the term of one class expiring each year. Pursuant to Section 180.0728 of
the WBCL, directors are elected by a plurality of the votes cast by the holders
of shares entitled to vote in the election at a meeting at which a quorum is
present. The Restated Articles of Incorporation do not provide for cumulative
voting.
Covenants contained in Oilgear's debt agreements from time to time may
restrict the payment of dividends by Oilgear.
CERTAIN STATUTORY PROVISIONS
Under Section 180.1150 of the WBCL, the voting power of shares of an
"issuing public corporation" which are held by any person in excess of 20% of
the voting power in the election of directors shall be limited (in voting on
any matter) to 10% of the full voting power of such excess shares, unless full
voting rights have been restored at a special meeting of the shareholders
called for that purpose. Shares held or acquired under certain circumstances
are excluded from the application of Section 180.1150, including (among others)
shares acquired directly from the issuing public corporation and shares
acquired in a merger or share exchange to which the issuing public corporation
is a party.
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Sections 180.1130 to 180.1133 of the WBCL provide generally that, in
addition to the vote otherwise required by law or the articles of incorporation
of an "issuing public corporation," certain business combinations not meeting
certain fair price standards specified in the statute must be approved by the
affirmative vote of at least (a) 80% of the votes entitled to be cast by the
outstanding voting shares of the corporation and (b) two-thirds of the votes
entitled to be cast by the holders of voting shares other than voting shares
beneficially owned by a "significant shareholder" or an affiliate or associate
thereof who is a party to the transaction. The term "business combination" is
defined to include, subject to certain exceptions, a merger or share exchange
of the issuing public corporation (or any subsidiary thereof) with, or the sale
or other disposition of substantially all of the property and assets of the
issuing public corporation to, any significant shareholder or affiliate
thereof. "Significant shareholder" is defined generally to mean a person that
is the beneficial owner of 10% or more of the voting power of the outstanding
voting shares of the issuing public corporation.
Sections 180.1140 to 180.1144 of the WBCL prohibit certain "business
combinations" between a "resident domestic corporation" and a person
beneficially owning 10% or more of the voting power of the outstanding voting
stock of such corporation (an "interested stockholder") within three years
after the date such person became a 10% beneficial owner, unless the business
combination or the acquisition of such stock has been approved before the stock
acquisition date by the corporation's board of directors. After such
three-year period, a business combination with the interested stockholder may
be consummated only with the approval of the holders of a majority of the
voting stock not beneficially owned by the interested stockholder at a meeting
called for that purpose, unless the business combination satisfies certain
adequacy-of-price standards intended to provide a fair price for shares held by
disinterested shareholders.
Section 180.1134 of the WBCL provides that, in addition to the vote
otherwise required by law or the articles of incorporation of an "issuing
public corporation," the approval of the holders of a majority of the shares
entitled to vote is required before such corporation can take certain action
while a takeover offer is being made or after a takeover offer has been
publicly announced and before it is concluded. Under this statute, shareholder
approval is required for the corporation to (i) acquire more than 5% of the
outstanding voting shares at a price above the market price from any individual
or organization that owns more than 3% of the outstanding voting shares and has
held such shares for less than two years, unless a similar offer is made to
acquire all voting shares, or (ii) sell or option assets of the corporation
which amount to at least 10% of the market value of the corporation, unless the
corporation has at least three independent directors (directors who are not
officers or employees) and a majority of the independent directors vote not to
have this provision apply to the corporation.
As of the date of this report, Oilgear falls within the statutory
definition of "issuing public corporation" and "resident domestic corporation"
for purposes of the above-described provisions.
These provisions of the WBCL, along with the ability to issue additional
shares of Common Stock without further shareholder approval (except as required
under NASDAQ/NMS corporate governance standards), could have the effect, among
others, of discouraging take-over proposals for Oilgear, delaying or preventing
a change in control of Oilgear, impeding a business combination between Oilgear
and a major shareholder of Oilgear, or entrenching current management.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits:
See Exhibit Index following the Signature page of this report,
which is incorporated herein by reference.
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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 hereunto duly authorized.
THE OILGEAR COMPANY
Date: May 2, 1995 By: /s/ Thomas J. Price
Thomas J. Price
Vice President - Finance
and Secretary
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THE OILGEAR COMPANY
EXHIBIT INDEX
TO
FORM 8-K CURRENT REPORT
DATED MAY 2, 1995
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<CAPTION>
SEQUEN-
INCORPORATED TIAL
HEREIN BY FILED PAGE
NUMBER DESCRIPTION REFERENCE TO HEREWITH NO.
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99.1 Restated Articles of Incorporation of Exhibit 3.1 to
The Oilgear Company (as adopted March Registrant's
18, 1969) Form 10-K for
year ended
December 31,
1994
99.2 Bylaws of The Oilgear Company (as Exhibit 3.2 to
amended and restated by the Board of Registrant's
Directors, effective January 1, 1992, Form 10-K for
to reflect the revised Wisconsin year ended
Business Corporation Law) December 31,
1991
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