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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A12B/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
OUTBOARD MARINE CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware 36-1589715
(State of Incorporation or Organization) (IRS Employer Identification no.)
One Hundred Sea Horse Drive, Waukegan, Illinois 60085
(Address of Principal Executive Offices) (Zip Code)
If this Form relates to the registration of a class of debt securities and
is effective upon filing pursuant to General Instruction A(c)(1) please check
the following box.
If this Form relates to the registration of a class of debt securities and
is to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A(c)(2) please check the following box.
Securities to be registered pursuant to Section 12(b) of the Act:
Name of Each Exchange on Which Each
Title of Each Class to be so Registered Class isto be Registered
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Preferred Stock Purchase Rights New York Stock Exchange
Chicago 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 July 8, 1997, the Board of Directors of Outboard Marine Corporation
(the "Company") approved Amendment No. 1 (the "Amendment") to the Rights
Agreement, dated as of April 24, 1996 (the "Rights Agreement"), between the
Company and First Chicago Trust Company of New York, as Rights Agent (the
"Rights Agent"). In connection with the Agreement and Plan of Merger between
the Company, Detroit Diesel Corporation ("Purchaser") and OMC Acquisition
Corp. ("Merger Sub"), dated as of July 8, 1997 (the "Merger Agreement"), the
Company has amended the terms of the Rights Agreement so that the execution,
delivery and performance of the Merger Agreement will not (1) cause any
"Rights" (as defined in the Rights Agreement) to become exercisable, (2) cause
Purchaser, Merger Sub or any of their affiliates or associates to become an
"Acquiring Person" (as defined in the Rights Agreement) or (3) give rise to a
"Distribution Date" or "Triggering Event" (as each such term is defined in the
Rights Agreement). A summary of the Rights as amended follows:
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Summary of Rights
On April 24, 1996, the Board of Directors of Outboard Marine Corporation,
a Delaware corporation (the "Company"), declared a dividend of one right (a
"Right") for each outstanding share of Common Stock, $0.15 par value, of the
Company (the "Common Stock"). The dividend was payable on June 23, 1996 (the
"Record Date") to stockholders of record at the close of business on the
Record Date. The Board of Directors of the Company also authorized the
issuance of one Right for each share of Common Stock issued after the Record
Date and prior to the earliest of the Distribution Date (as defined below),
the redemption of the Rights and the expiration of the Rights. Except as set
forth below and subject to adjustment as provided in the Rights Agreement (as
defined below), each Right entitles the registered holder to purchase from the
Company one one-thousandth of a share of Series A Junior Participating
Preferred Stock (the "Preferred Stock") of the Company, at an exercise price
of $115.00 per Right (the "Purchase Price"). The description and terms of the
Rights are set forth in the Rights Agreement, dated April 24, 1996, as amended
(the "Rights Agreement") between the Company and First Chicago Trust Company
of New York, as Rights Agent (the "Rights Agent").
Upon payment of the dividend on June 23, 1996, the Rights attached to all
Common Stock certificates representing shares outstanding, and no separate
Rights Certificates (as defined below) were distributed. The Rights will
separate from the Common Stock upon the earlier of (i) the close of business
on the tenth day after the date of public disclosure that a person or group
(an "Acquiring Person"), together with persons affiliated or associated with
it, has acquired, or obtained the right to acquire, beneficial ownership of
15% or more of the outstanding Common Stock (the "Stock Acquisition Date") and
(ii) the close of business on the tenth business day (as such date may be
extended by the Board of Directors of the Company) after the first date of the
commencement or disclosure of an intention to commence a tender offer or
exchange offer by a person and certain related entities if, upon consummation
of the offer, such person or group, together with persons affiliated or
associated with it, could acquire beneficial ownership of 15% or more of the
outstanding Common Stock (the earlier of such dates being called the
"Distribution Date"). Until the Distribution Date (or earlier redemption or
expiration of the Rights), the Rights will be transferable with and only with
the Common Stock (except in connection with redemption of the Rights). Until
the Distribution Date (or earlier redemption or expiration of the Rights), new
Common Stock certificates issued after the Record Date upon transfer,
replacement or new issuance of Common Stock will contain a notation
incorporating the Rights Agreement by reference. Until the Distribution Date
(or earlier redemption or expiration of the Rights), the surrender for
transfer of any certificates for Common Stock will also constitute the
transfer of the Rights associated with the Common Stock represented by such
certificate.
As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights ("Rights Certificates") will be mailed to
holders of record of the Common Stock as of the close of business on the
Distribution Date. From and after the Distribution Date, such separate Rights
Certificates alone will evidence the Rights.
The Rights will first become exercisable on the Distribution Date at or
prior to the earliest of (i) the close of business on June 23, 2006 (the
"Final Expiration Date"), (ii) the time at which the Rights are redeemed by
the Company as described below, (iii) the time at which the Rights are
exchanged or (iv) immediately prior to the Effective Time of the Merger (the
earliest of (i), (ii), (iii) and (iv) being referred to as the "Expiration
Date").
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The Purchase Price is subject to adjustment from time to time to prevent
dilution upon the (i) declaration of a dividend on the Preferred Stock payable
in shares of Preferred Stock, (ii) subdivision of the outstanding Preferred
Stock, (iii) combination of the outstanding Preferred Stock into a smaller
number of shares, (iv) issuance of any shares of the Company's capital stock
in a reclassification of the Preferred Stock (including any such
reclassification in connection with a consolidation or merger in which the
Company is the continuing or surviving corporation), (v) grant to holders of
the Preferred Stock of certain rights, options or warrants to subscribe for
Preferred Stock or securities convertible into Preferred Stock at less than
the current market price of the Preferred Stock or (vi) distribution to
holders of the Preferred Stock of other evidences of indebtedness, cash (other
than a regular quarterly cash dividend payable out of the earnings or retained
earnings of the Company), subscription rights, warrants or assets (other than
a dividend payable in Preferred Stock, but including any dividend payable in
stock other than Preferred Stock).
If any person shall become an Acquiring Person (except (i) pursuant to an
offer for all outstanding shares of Common Stock which the independent
directors determine to be fair to and otherwise in the best interest of the
Company and its shareholders and (ii) for certain persons who report their
ownership on Schedule 13G under the Securities Exchange Act of 1934, as
amended (the "Exchange Act") or on Schedule 13D under the Exchange Act,
provided that they do not state any intention to, or reserve the right to,
control or influence the Company and such persons certify that they became an
Acquiring person inadvertently and they agree that they will not acquire any
additional shares of the Company's common stock) (such event is referred to
herein as a "Section 11(a)(ii) Event"), then the Rights will "flip-in" and
entitle each holder of a Right, except as provided below, to purchase, upon
exercise at the then-current Purchase Price, that number of shares of Common
Stock having a market value of two times such Purchase Price.
Any Rights beneficially owned at any time on or after the earlier of the
Distribution Date and the Stock Acquisition Date by an Acquiring Person or an
affiliate or associate of an Acquiring Person (whether or not such ownership
is subsequently transferred) will become null and void upon the occurrence of
a Section 11(a)(ii) Event, and any holder of such Rights will have no right to
exercise such Rights.
In the event that, following the Stock Acquisition Event, the Company is
acquired in a merger or other business combination in which the Common Stock
does not remain outstanding or is changed (other than a merger which follows
an offer described in the second preceding paragraph) or 50% of the assets or
earning power of the Company and its Subsidiaries (as defined in the Rights
Agreement) (taken as a whole) is sold or otherwise transferred to any person
(other than the Company or any Subsidiary of the Company) in one transaction
or a series of related transactions, the Rights will "flip-over" (such event
is referred to herein as a Section 13 Event) and entitle each holder of a
Right to purchase, upon the exercise of the Right at the then-current Purchase
Price, that number of shares of common stock of the acquiring company (or, in
certain circumstances, one of its affiliates) which at the time of such
transaction would have a market value of two times such Purchase Price.
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Notwithstanding anything in the Rights Agreement to the contrary, none of
Purchaser, Merger Sub, any of their Affiliates or Associates or any of their
permitted assignees or transferees shall be deemed an Acquiring Person and
none of a Distribution Date, a Stock Acquisition Date, a Section 11(a)(ii)
Event, or a Section 13 Event shall be deemed to occur or have occurred, in
each such case, by reason of the approval, execution or delivery of the Merger
Agreement, the announcement or completion of the Offer (as defined in the
Merger Agreement) or the consummation of the other transactions contemplated
by the Merger Agreement.
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price.
At any time prior to the earlier of (i) ten days following the Stock
Acquisition Date and (ii) the Expiration Date, the Company (under certain
circumstances, only with the support of the majority of the directors not
affiliated with an Acquiring Person) may redeem the Rights in whole, but not
in part, at a price of $.01 per Right, subject to adjustment. The Company
may, at its option, pay the redemption price in cash, shares of Common Stock
(based on the current market price of the Common Stock at the time of
redemption) or any other form of consideration deemed appropriate by the Board
of Directors of the Company. Immediately upon the action of the Company's
Board of Directors electing to redeem the Rights, the right to exercise the
Rights will terminate and the only right of the holders of Rights thereafter
will be to receive the applicable redemption price.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the
right to vote or to receive dividends or distributions.
At any time prior to the Distribution Date, the Company may, without the
approval of any holder of the Rights, supplement or amend any provision of the
Rights Agreement. Thereafter, the Rights Agreement may be amended only to
cure ambiguities, to correct inconsistent provisions, to shorten or lengthen
any time period thereunder (under certain circumstances, only with the
concurrence of the majority of the directors unaffiliated with an Acquiring
Person) or in ways that do not adversely affect the Rights holders. From and
after the Distribution Date, the Rights Agreement may not be amended to
lengthen (A) a time period relating to when the Rights may be redeemed at such
time as the Rights are not then redeemable, or (B) any other time period
unless such lengthening is for the purpose of protecting, enhancing or
clarifying the rights of, and/or the benefits to, the holders of Rights (other
than an Acquiring Person).
The Rights have certain anti-takeover effects. The Rights may cause
substantial dilution to a person or group that attempts to acquire the Company
on terms not approved by the Company's Board of Directors. The Rights should
not interfere with any merger or other business combination approved by the
Company's Board of Directors prior to the time a person or group has acquired
beneficial ownership of 15% or more of the Common Stock, because until such
time the Rights may be redeemed by the Company.
The foregoing summary description of the Rights does not purport to be
complete and is qualified in its entirety by reference to the Rights
Agreement, a copy of which is incorporated by reference as Exhibit 4.1 to this
Registration Statement. Copies of the Rights Agreement will be available free
of charge from the Company.
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Item 2. Exhibits
The exhibits listed in the accompanying Exhibit Index are filed as part of
this Form 8-A/A.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
OUTBOARD MARINE CORPORATION
By: /s/ D. JEFFREY BADDELEY
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Name: D. Jeffrey Baddeley
Title: Vice President, Secretary
and General Counsel
Dated: July 10, 1997
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EXHIBIT INDEX
Outboard Marine Corporation
Form 8-A/A
Dated July 10, 1997
Exhibit No. Title
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99.1 Amendment No. 1, dated as of July 8, 1997, to the Rights
Agreement, dated as of April, 24 1996, between Outboard Marine
Corporation and First Chicago Trust Company of New York, as
Rights Agent.
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Exhibit 99.1
OUTBOARD MARINE CORPORATION
100 Sea Horse Drive
Waukegan, Illinois 60085
July 8, 1997
First Chicago Trust Company of New York
525 Washington Boulevard, Suite 4660
Jersey City, New Jersey 07310
Attn: President
Re: Amendment No. 1 to Rights Agreement
Ladies and Gentlemen:
Pursuant to Section 27 of the Rights Agreement, dated as of April 24, 1996,
by and between Outboard Marine Corporation (the "Company") and First Chicago
Trust Company of New York (the "Rights Agreement"), the Company, by resolution
adopted by its Board of Directors, hereby amends the Rights Agreement as
follows (with additions shown in bold type and deleted material with a line
drawn through):
1. Section 1(g) of the Rights Agreement is hereby amended by adding the
following new subsection immediately thereafter:
"(gg) "Merger Agreement" means the Agreement and Plan of Merger, dated as
of July 8, 1997, by and among Detroit Diesel Corporation, a Delaware
corporation (the "Purchaser"), OMC Acquisition Corp., a Delaware
corporation (the "Merger Sub") and the Company."
2. Section 1 of the Rights Agreement is hereby amended by adding the
following new paragraph at the end of that Section:
"Notwithstanding anything in this Agreement to the contrary, none of
Purchaser, Merger Sub, any of their Affiliates or Associates or any of
their permitted assignees or transferees shall be deemed an Acquiring
Person and none of a Distribution Date, a Stock Acquisition Date, a Section
11(a)(ii) Event, or a Section 13 Event shall be deemed to occur or to have
occurred, in each such case, by reason of the approval, execution or
delivery of the Merger Agreement, the announcement or completion of the
Offer (as defined in the Merger Agreement), the consummation of the Merger
(as defined in the Merger Agreement) or the consummation of the other
transactions contemplated by the Merger Agreement."
3. Section 7(a) of the Rights Agreement is hereby amended by in the
following manner:
"at or prior to the earliest of (i) the close of business on June 23, 2006
(the "Final Expiration Date"), (ii) the time at which the Rights are
redeemed as provided in Section 23 hereof, or (iii) the time at which such
rights are exchanged pursuant to Section 24 hereof, or (iv) immediately
prior to the Effective Time of the Merger (each as defined in the Merger
Agreement) (the earliest of (i), (ii), and (iii), and (iv) being herein
referred to as the "Expiration Date")."
4. The Rights Agreement shall not otherwise be supplemented or amended by
virtue of this Amendment, but shall remain in full force and effect.
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5. Capitalized terms used without other definition in this Amendment No.
1 to the Rights Agreement shall be used as defined in the Rights Agreement.
6. This Amendment No. 1 to Rights Agreement 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 the State of
Delaware applicable to contracts to be made and performed entirely within the
State of Delaware.
7. This Amendment No. 1 to Rights Agreement 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.
8. This Amendment No. 1 to Rights Agreement shall be effective as of, and
immediately prior to, the execution and delivery of the Merger Agreement, and
all references to the Rights Agreement shall, from and after such time, be
deemed to be references to the Rights Agreement as amended hereby.
9. Exhibit B to the Rights Agreement shall be amended in a manner
consistent with this Amendment No. 1 to Rights Agreement.
Very truly yours,
OUTBOARD MARINE CORPORATION
By: /s/ HARRY W. BOWMAN
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Name: Harry W. Bowman
Title: Chairman of the Board,
President and Chief Executive
Officer
Accepted and agreed to as of the
effective time specified above:
FIRST CHICAGO TRUST COMPANY OF NEW YORK
By: /s/ JOSEPH F. SPADAFORD
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Name: Joseph F. Spadaford
Title: President
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