SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
AMENDMENT NO. 1
FOR REGISTRATION OF CERTAIN CLASSES OF
SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Excel Industries, Inc.
(Exact name of registrant as specified in its charter)
Indiana 35-1551685
(State of Incorporation (I.R.S. Employer or
Organization) Identification No.)
1120 North Main Street 46515-3118
P.O. Box 3118 (Zip Code)
Elkhart, Indiana
(Address of principal executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Rights to Purchase Preferred Shares New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Item 1. Description of Registrant's Securities to be Registered
On December 21, 1995, the Board of Directors of Excel
Industries, Inc. (the "Company") declared a dividend of one Right
for each outstanding common share, no par value, of the Company
(the "Common Shares"), payable on January 22, 1996 to shareholders
of record at the close of business on that date. Each Right
entitles the registered holder to purchase from the Company a unit
(the "Unit") consisting of one one hundredth of a Series A Junior
Participating Preferred Share, stated value $l.00 per share (the
"Preferred Shares"), at a Purchase Price of $50.00 per Unit,
subject to adjustment. The description and terms of the Rights are
set forth in a Rights Agreement dated as of December 21, 1995 (the
"Rights Agreement") between the Company and Chemical Mellon
Shareholder Services, L.L.C., as Rights Agent.
Initially, the Rights will be attached to all certificates
representing outstanding Common Shares, and no separate Rights
Certificates will be distributed. The Rights will separate from
the Common Shares and a "Distribution Date" will occur upon the
earlier of (i) ten days following a public announcement that a
person or group of affiliated or associated persons (an "Acquiring
Person") has acquired, or obtained the right to acquire, beneficial
ownership of 20% or more of the outstanding the Common Shares (the
date of the announcement being the "Shares Acquisition Date"), or
(ii) ten business days (or such later date as may be determined by
the Company's Board of Directors (with the concurrence of a
majority of the Continuing Directors (as defined below)) before the
Distribution Date occurs) following the commencement of a tender
offer or exchange offer that would result in a person's becoming an
Acquiring Person. Until the Distribution Date, (a) the Rights will
be evidenced by the Common Shares certificates (together with a
copy of this Summary of Rights or bearing the notation referred to
below) and will be transferred with and only with such Common Share
certificates, (b) new Common Share certificates issued after
January 22, 1996 will contain a notation incorporating the Rights
Agreement by reference and (c) the surrender for transfer of any
certificate for Common Shares outstanding (with or without a copy
of this Summary of Rights) will also constitute the transfer of the
Rights associated with the Common Shares represented by such
certificate. The Company, its subsidiaries and their employee
benefit plans will not at any time be deemed Acquiring Persons.
The Rights are not exercisable until the Distribution Date and
will expire at the close of business on January 22, 2006, unless
earlier redeemed or exchanged by the Company as described below.
Pursuant to the Rights Agreement, the Company reserves the right to
require prior to the occurrence of a Triggering Event (as defined
below) that, upon any exercise of Rights, a number of Rights be
exercised so that only whole Preferred Shares will be issued.
As soon as practicable after the Distribution Date, Rights
Certificates will be mailed to holders of record of the Common
Shares as of the close of business on the Distribution Date and,
from and after the Distribution Date, the separate Rights
Certificates alone will represent the Rights. All Common Shares
issued prior to the Distribution Date will be issued with Rights.
Common Shares issued after the Distribution Date in connection with
certain employee benefit plans or upon exercise or conversion of
certain securities will be issued with Rights. Except as otherwise
determined by the Board of Directors, no other Common Shares issued
after the Distribution Date will be issued with Rights.
In the event that a Person becomes an Acquiring Person, each
holder of a Right will thereafter have the right to receive, upon
exercise of such Right, a number of Common Shares (or, in certain
circumstances, cash, property or other securities of the Company)
having a Current Market Price (as defined in the Rights Agreement)
equal to two times the exercise price of the Right.
Notwithstanding any of the foregoing, following the occurrence of
any such event, all Rights that are, or (under certain
circumstances specified in the Rights Agreement) were, beneficially
owned by any Acquiring Person (or by certain related parties) will
be null and void in the circumstances set forth in the Rights
Agreement. However, Rights are not exercisable following the
occurrence of any such event until such time as the Rights are no
longer redeemable by the Company as set forth below.
For example, at an exercise price of $50.00 per Right, each
Right not owned by an Acquiring Person (or by certain related
parties) following an event set forth in the preceding paragraph
would entitle its holder to purchase $100.00 worth of the Common
Shares (or other consideration, as noted above), based upon their
Current Market Price, for $50.00. Assuming that the Common Shares
had a Current Market Price of $20.00 per share at such time, the
holder of each valid Right would be entitled to purchase 5 Common
Shares for $50.00.
In the event that, at any time on or after the Shares
Acquisition Date, (i) the Company is acquired in a merger or other
business combination transaction or (ii) 50% or more of the
Company's assets or earning power is sold or transferred, each
holder of a Right (except Rights that previously have been voided
as set forth above) shall thereafter have the right to receive,
upon exercise, a number of common shares of the acquiring company
having a Current Market Price equal to two times the exercise price
of the Right. The events described in this and the two preceding
paragraphs are collectively referred to as "Triggering Events."
The Purchase Price payable, and the number of Units 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) if holders of the Preferred Shares are granted certain
rights or warrants to subscribe for Preferred Shares or convertible
securities at less than the 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
quarterly cash dividends) or of subscription rights or warrants
(other than those referred to above).
The number of outstanding Rights and the number of Units
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.
The 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 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 the 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 dividend, liquidation and voting
rights of the Preferred Shares, 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.
With certain exceptions, no adjustment in the Purchase Price
will be required until cumulative adjustments amount to at least 1%
of the Purchase Price. No fractional Units will be issued and, in
lieu thereof, an adjustment in cash will be made based on the
market price of the Preferred Shares on the last trading date prior
to the date of exercise.
At any time until ten days following the Shares Acquisition
Date, the Company may redeem the Rights in whole, but not in part,
at a price of $.01 per Right, payable, at the option of the
Company, in cash, Common Shares or such other consideration as the
Board of Directors may determine. Under certain circumstances set
forth in the Rights Agreement, the decision to redeem the Rights
will require the concurrence of a majority of the Continuing
Directors (as defined below). After the redemption period has
expired, the Company's right of redemption may be reinstated (with
the concurrence of the Continuing Directors) if an Acquiring Person
reduces his beneficial ownership to 20% or less of the outstanding
Common Shares in a transaction or series of transactions not
involving the Company and there are no other Acquiring Persons.
Immediately upon the effectiveness of the action of the Board of
Directors ordering redemption of the Rights, the Rights will
terminate and the only right of the holders of Rights will be to
receive the $.01 redemption price.
The term "Continuing Director" means (i) any member of the
Board of Directors of the Company who was a member of the Board as
of December 21, 1995, and (ii) any person who is subsequently
elected to the Board, if such person is recommended or approved by
a majority of the Continuing Directors then on the Board of
Directors, and such person is not an Acquiring Person or an
affiliate, associate, representative or nominee of an Acquiring
Person.
At any time after a Person becomes an Acquiring Person, the
Company may exchange the Rights (other than Rights owned by an
Acquiring Person or an affiliate or an associate of an Acquiring
Person, which will have become void), in whole or in part, at an
exchange ratio of one Common Share, and/or other equity securities
deemed to have the same value as one Common Share, per Right,
subject to adjustment.
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. While the
distribution of the Rights will not be taxable to shareholders or
to the Company, shareholders may, depending upon the circumstances,
recognize taxable income in the event that the Rights become
exercisable for Common Shares (or other consideration) of the
Company or for common shares of the acquiring company as set forth
above or are exchanged as provided in the preceding paragraph.
Other than those provisions relating to the principal economic
terms of the Rights, any of the provisions of the Rights Agreement
may be amended by the Board of Directors (but only with the
concurrence of a majority of the Continuing Directors) of the
Company prior to the Shares Acquisition Date. Thereafter, the
provisions of the Rights Agreement may be amended by the Board of
Directors (but only with the concurrence of a majority of the
Continuing Directors) in order to cure any ambiguity, defect or
inconsistency, to make changes that do not materially adversely
effect the interests of holders of Rights (excluding the interests
of any Acquiring Person and certain related parties), or to shorten
or lengthen any time period under the Rights Agreement; provided,
however, that no amendment to lengthen the time period governing
redemption shall be made at such time as the Rights are not
redeemable.
A copy of the Rights Agreement has been filed with the
Securities and Exchange Commission as an exhibit to this
Registration Statement on Form 8-A. This summary description of
the Rights does not purport to be complete and is qualified in its
entirety by reference to the Rights Agreement.
Item 2. Exhibits
I. 1.*Rights Agreement dated as of December 21, 1995, between
Excel Industries, Inc. and Chemical Mellon Shareholder Services,
L.L.C., as Rights Agent, which includes as Exhibit A the text of
new Clause (h) of Section 2, Articles VI of the Articles of
Incorporation of Excel Industries, Inc. setting forth the terms of
the Series A Junior Participating Preferred Shares, as Exhibit B
the form of Rights Certificate and as Exhibit C the Summary of
Rights to Purchase Preferred Shares.
*previously filed
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this
Registration Statement to be signed on its behalf by the
undersigned, thereto duly authorized.
EXCEL INDUSTRIES, INC.
Date: January 22, 1996
By:/s/ Joseph A. Robinson
Joseph A. Robinson, Secretary,
Treasurer and Chief Financial
Officer
