SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 02549
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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): June 5, 1996
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BAILEY CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 1-9411 13-3229215
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(State or other jurisdiction) (Commission (IRS Employer
of incorporation) File Number) Identification No.)
700 Lafayette Road, P.O. Box 307, Seabrook, NH 03874
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (603) 474-3011
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Item 5. Other Events.
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On June 5, 1996, the Board of Directors of Bailey Corporation (the
"Company") approved an Amendment (the "Amendment to Rights Agreement") to its
Rights Agreement dated as of September 28, 1995 (the "Rights Agreement"),
between the Company and State Street Bank and Trust Company, as Rights Agent
(the "Rights Agent"). The Amendment to Rights Agreement modifies the definition
of Acquiring Person, which is defined in the Rights Agreement to mean any person
or group acquiring or obtaining the right to acquire beneficial ownership of
outstanding Capital Shares (as defined in the Rights Agreement) in excess of or
equivalent to such person's or group's Ownership Threshold (as defined in the
Rights Agreement), so as to provide that none of Venture Holdings Trust, a
Grantor Trust, Vemco Acquisition Corp., a Delaware corporation and wholly-owned
subsidiary of Venture Holdings Trust, and their Affiliates shall be deemed to be
an Acquiring Person by virtue of (x) execution of the Agreement and Plan of
Merger, dated as of June 5, 1996 (the "Merger Agreement," which term shall
include any amendments thereto) by and between the Company and Vemco Acquisition
Corp., (y) execution of the Tender and Option Agreement, dated as of June 5,
1996, by and between certain Stockholders of the Company and Vemco Acquisition
Corp. (the "Tender and Option Agreement") or (z) the consummation of any of the
transactions contemplated thereby, including, without limitation, the
publication or other announcement of the Offer (as defined in the Merger
Agreement), the consummation of the Offer and Merger (as defined in the Merger
Agreement) or the purchase of shares of Common Stock by Vemco Acquisition Corp.,
regardless of whether any such action results in Venture Holdings Trust, Vemco
Acquisition Corp. or any of their Affiliates becoming the beneficial owner of
shares equaling or exceeding the Ownership Threshold. Consequently, none of such
acts shall constitute an event giving rise to a Distribution Date (as defined in
the Rights Agreement), an event giving rise to any entitlement to exercise any
Rights, or an event giving rise to any adjustment as described in Section 11 or
Section 12 of the Rights Agreement. Finally, notwithstanding any other provision
of the Rights Agreement, upon consummation of the Merger, pursuant to and in
accordance with the terms of the Merger Agreement, all Rights shall expire.
The foregoing description of the Amendment to Rights Agreement does not
purport to be complete and is qualified in its entirety by reference to the
Amendment to Rights Agreement, which is filed as an exhibit hereto and
incorporated herein by reference.
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Item 7. Exhibits.
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Number Title
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4 Amendment, effective June 5, 1996, to Rights Agreement dated
as of September 28, 1995, between Bailey Corporation and State
Street Bank and Trust Company as Rights Agent.
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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, thereunto duly authorized.
BAILEY CORPORATION
By: /s/ Roger R. Phillips
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Roger R. Phillips
President and
Chief Executive Officer
EXHIBIT INDEX
Pursuant to Item 601 of Regulation S-K
Number Title
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4 Amendment, effective June 5, 1996, to Rights
Agreement dated as of September 28, 1995, between
Bailey Corporation and State Street Bank and Trust
Company as Rights Agent.
Exhibit 4
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AMENDMENT TO RIGHTS AGREEMENT
AMENDMENT, effective as of June 5, 1996, to the Rights Agreement, dated
as of September 28, 1995, between Bailey Corporation, a Delaware corporation
(the "Company"), and State Street Bank and Trust Company, a Massachusetts trust
company, as Rights Agent (the "Rights Agent') (the "Rights Agreement").
WHEREAS, the Company and the Rights Agent entered into the Rights
Agreement specifying the terms of the Rights (as defined therein); and
WHEREAS, the Company and the Rights Agent desire to amend the Right
Agreement in accordance with Section 26 of the Rights Agreement;
THEREFORE, in consideration of the premises and mutual agreements set
forth in the Rights Agreement and this Amendment, the parties hereby agree as
follows:
1. The definition of "Acquiring Person" in Section 1 is amended
by adding at the end of said definition:
None of Venture Holdings Trust, a Grantor Trust
("Parent"), Vemco Acquisition Corp., a Delaware corporation
and wholly-owned subsidiary of Parent ("Purchaser") and their
Affiliates shall be deemed to be an Acquiring Person by virtue
of (x) execution of the Agreement and Plan of Merger, dated as
of June 5, 1996 (the "Merger Agreement," which term shall
include any amendments thereto) by and between the Company and
Purchaser, (y) execution of the Tender and Option Agreement,
dated as of June 5, 1996, by and between certain Stockholders
of the Company and Purchaser (the "Tender and Option
Agreement') or (z) the consummation of any of the transactions
contemplated thereby, including, without limitation, the
publication or other announcement of the Offer (as defined
therein), the consummation of the Offer and Merger (as defined
therein) or the purchase of shares of Common Stock by the
Purchaser.
2. The first sentence of Section 3(b) is amended by adding the
following at the end of said sentence:
; provided, however, that neither the
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execution nor the public announcement of (x) the Offer, (y)
the Merger or (z) any transaction that results in the Parent,
Purchaser or any of their Affiliates becoming the Beneficial
Owner of shares equaling or exceeding the Ownership Threshold,
shall constitute an event giving rise to a Distribution Date.
3. Section 7(a) is amended by adding the following at the end of
said Section:
Notwithstanding anything to the contrary contained in
this Rights Agreement, none of the Offer and Tender and Option
Agreement or the Merger shall constitute an event giving rise
to any entitlement to exercise any Rights, or an event giving
rise to any adjustment as described in Section 11 or Section
12 of this Rights Agreement.
4. Section 14(b) is amended by adding the following at the end of
said Section:
; provided, however, that the provisions of this Section 14(b)
are not applicable to limit, in any manner, consummation of
the Offer, the Tender and Option Agreement or the Merger
pursuant to, and in accordance with, the terms of the Merger
Agreement.
5. Section 24 is amended by adding the following subsection (c)
at the end of said Section:
(c) Notwithstanding any other provision of this
Rights Agreement, upon consummation of the Merger, pursuant
to, and in accordance with, the terms of the Merger Agreement,
all Rights shall expire.
6. The term "Rights Agreement" as used in the Rights Agreement
shall be deemed to refer to the Rights Agreement as amended hereby.
7. The foregoing amendment shall be effective as of the date
first above written, and, except as set forth herein, the Rights Agreement shall
remain in full force and effect and shall be otherwise unaffected hereby.
8. This Amendment may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
dully executed as of the date first above written.
BAILEY CORPORATION
By: /s/ Roger R. Phillips
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Name: Roger R. Phillips
Title: Chairman
STATE STREET BANK & TRUST CO.,
as Rights Agent
By: /s/ Vincent J. Quealy, Jr.
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Name: Vincent J. Quealy, Jr.
Title: Managing Director
