SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Date of Report (Date of earliest
event reported) January 31, 1997
Parker-Hannifin Corporation
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(Exact name of registrant as specified in its charter)
Ohio 1-4982 34-0451060
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(State of (Commission File Number) (IRS Employer
incorporation) Identification No.)
17325 Euclid Avenue, Cleveland, Ohio 44112
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(Address of principal executive offices) (Zip Code)
(216) 531-3000
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(Registrant's telephone number, including area code)
N/A
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
On January 31, 1997, the Board of Directors of Parker-Hannifin
Corporation, an Ohio corporation (the "Company"), declared a dividend payable on
February 18, 1997 of one right (a "Right") for each outstanding share of common
stock, par value $.50 per share ("Common Stock"), of the Company held of record
at the close of business on February 17, 1997 (the "Record Time"), or issued
thereafter and prior to the Separation Time (as hereinafter defined) and
thereafter pursuant to options and convertible securities outstanding at the
Separation Time. The Rights will be issued pursuant to a Shareholder Protection
Rights Agreement, dated as of January 31, 1997 (the "Rights Agreement"), between
the Company and KeyBank National Association, as Rights Agent (the "Rights
Agent"). Each Right entitles its registered holder to purchase from the Company,
after the Separation Time, one share of Common Stock, for $150 (the "Exercise
Price"), subject to adjustment.
The Rights will be evidenced by the Common Stock certificates until the
close of business on the earlier of (either, the "Separation Time") (i) the
tenth business day (or such later date as the Board of Directors of the Company
may from time to time fix by resolution adopted prior to the Separation Time
that would otherwise have occurred) after the date on which any Person (as
defined in the Rights Agreement) commences a tender or exchange offer which, if
consummated, would result in such Person's becoming an Acquiring Person, as
defined below, and (ii) the tenth day (the "Flip-in Date") after the first date
of public announcement (the "Stock Acquisition Date") by the Company that any
Person has become an Acquiring Person (as defined below), or such earlier or
later date as the Board of Directors may from time to time fix by resolution
adopted prior to the Flip-in Date that would otherwise have occurred, but not to
beyond the thirtieth day after the Stock Acquisition Date; provided that if the
foregoing results in the Separation Time being prior to the Record Time, the
Separation Time shall be the Record Time; and provided further that if a tender
or exchange offer referred to in clause (i) is cancelled, terminated or
otherwise withdrawn prior to the Separation Time without the purchase of any
shares of stock pursuant thereto, such offer shall be deemed never to have been
made. An Acquiring Person is any Person having Beneficial Ownership (as defined
in the Rights Agreement) of 15% or more of the outstanding shares of
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Common Stock, which term shall not include (i) the Company, any wholly-owned
subsidiary of the Company or any employee stock ownership or other employee
benefit plan of the Company, (ii) any Person who was the Beneficial Owner of 15%
or more of the outstanding shares of Common Stock on the date the Rights
Agreement was entered into or who shall become the Beneficial Owner of 15% or
more of the outstanding Common Stock solely as a result of an acquisition of
Common Stock by the Company, until such time as such Person acquires additional
Common Stock, other than through a dividend or stock split, (iii) any Person who
becomes an Acquiring Person without any plan or intent to seek or affect control
of the Company if such Person, upon notice by the Company, promptly divests
sufficient securities such that such 15% or greater Beneficial Ownership ceases
or (iv) any Person who Beneficially Owns shares of Common Stock consisting
solely of one or more of (A) shares acquired pursuant to the grant or exercise
of an option granted by the Company in connection with an agreement to merge
with, or acquire, the Company entered into prior to a Flip-in Date, (B) shares
owned by such Person and its Affiliates and Associates at the time of such grant
and (C) shares, amounting to less than 1% of the outstanding Common Stock,
acquired by Affiliates and Associates of such Person after the time of such
grant. The Rights Agreement provides that, until the Separation Time, the Rights
will be transferred with and only with the Common Stock. Common Stock
certificates issued after the Record Time but prior to the Separation Time shall
evidence one Right for each share of Common Stock represented thereby and shall
contain a legend incorporating by reference the terms of the Rights Agreement
(as such may be amended from time to time). Notwithstanding the absence of the
aforementioned legend, certificates evidencing shares of Common Stock
outstanding at the Record Time shall also evidence one Right for each share of
Common Stock evidenced thereby. Promptly following the Separation Time, separate
certificates evidencing the Rights ("Rights Certificates") will be mailed to
holders of record of Common Stock at the Separation Time.
The Rights will not be exercisable until the Business Day (as defined
in the Rights Agreement) following the Separation Time. The Rights will expire
on the earliest of (i) the Exchange Time (as defined below), (ii) the close of
business on January 31, 2007, (iii) the date on which the Rights are redeemed as
described below and (iv) upon the merger of the Company into another corporation
pursuant to an agreement entered into prior to a Flip-in Date (in any such case,
the "Expiration Time").
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The Exercise Price and the number of Rights outstanding, or in certain
circumstances the securities purchasable upon exercise of the Rights, are
subject to adjustment from time to time to prevent dilution in the event of a
Common Stock dividend on, or a subdivision or a combination into a smaller
number of shares of, Common Stock, or the issuance or distribution of any
securities or assets in respect of, in lieu of or in exchange for Common Stock.
In the event that prior to the Expiration Time a Flip-in Date occurs,
the Company shall take such action as shall be necessary to ensure and provide
that each Right (other than Rights Beneficially Owned by the Acquiring Person or
any Affiliate or Associate thereof, which Rights shall become void) shall
constitute the right to purchase from the Company, upon the exercise thereof in
accordance with the terms of the Rights Agreement, that number of shares of
Common Stock of the Company having an aggregate Market Price (as defined in the
Rights Agreement), on the date of the public announcement of an Acquiring
Person's becoming such (the "Stock Acquisition Date") that gave rise to the
Flip-in Date, equal to twice the Exercise Price for an amount in cash equal to
the then current Exercise Price. In addition, the Board of Directors of the
Company may, at its option, at any time after a Flip-in Date, elect to exchange
all (but not less than all) the then outstanding Rights, and if there is
insufficient authorized but unissued shares of Common Stock to permit the
exercise in full of the Rights, each Right will automatically be exchanged
(excluding, in either case, Rights Beneficially Owned by the Acquiring Person or
any Affiliate or Associate thereof, which Rights become void) for shares of
Common Stock at an exchange ratio of one share of Common Stock per Right,
appropriately adjusted to reflect any stock split, stock dividend or similar
transaction occurring after the date of the Separation Time (the "Exchange
Ratio"). Immediately upon the action by the Board of Directors electing to
exchange the Rights or upon the automatic exchange of the Rights (the "Exchange
Time"), the right to exercise the Rights will terminate and each Right will
thereafter represent only the right to receive a number of shares of Common
Stock equal to the Exchange Ratio.
In the event that prior to the Expiration Time the Company enters into,
consummates or permits to occur a transaction or series of transactions after
the Flip-in Date in which, directly or indirectly, (i) the Company shall
consolidate or merge or participate in a binding share exchange with any other
Person if, at the time of the
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consolidation, merger or share exchange or at the time the Company enters into
an agreement with respect to such consolidation, merger or share exchange, the
Acquiring Person controls the Board of Directors of the Company and (A) any term
of or arrangement concerning the treatment of shares of capital stock in such
merger, consolidation or share exchange relating to the Acquiring Person is not
identical to the terms and arrangements relating to other holders of Common
Stock or (B) the Person with whom the transaction or series of transactions
occurs is the Acquiring Person or an Affiliate or Associate thereof or (ii) the
Company shall sell or otherwise transfer (or one or more of its subsidiaries
shall sell or otherwise transfer) assets (A) aggregating more than 50% of the
assets (measured by either book value or fair market value) or (B) generating
more than 50% of the operating income or cash flow, of the Company and its
subsidiaries (taken as a whole) to any other Person (other than the Company or
one or more of its wholly owned subsidiaries) or to two or more such Persons
which are Affiliates or Associates or otherwise acting in concert, if, at the
time the Company (or any such subsidiary) enters into an agreement with respect
to such sale or transfer, the Acquiring Person controls the Board of Directors
of the Company (a "Flip-over Transaction or Event"), the Company shall take such
action as shall be necessary to ensure, and shall not enter into, consummate or
permit to occur such Flip-over Transaction or Event until it shall have entered
into a supplemental agreement with the Person engaging in such Flip-over
Transaction or Event or the parent corporation thereof (the "Flip-over Entity"),
for the benefit of the holders of the Rights, providing, that upon consummation
or occurrence of the Flip-over Transaction or Event (i) each Right shall
thereafter constitute the right to purchase from the Flip-over Entity, upon
exercise thereof in accordance with the terms of the Rights Agreement, that
number of shares of common stock of the Flip-over Entity having an aggregate
Market Price on the date of consummation or occurrence of such Flip-over
Transaction or Event equal to twice the Exercise Price for an amount in cash
equal to the then current Exercise Price and (ii) the Flip-over Entity shall
thereafter be liable for, and shall assume, by virtue of such Flip-over
Transaction or Event and such supplemental agreement, all the obligations and
duties of the Company pursuant to the Rights Agreement. For purposes of the
foregoing description, the term "Acquiring Person" shall include any Acquiring
Person and its Affiliates and Associates counted together as a single Person.
The Board of Directors of the Company may, at its option, at any time
prior to the close of business on the
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Flip-in Date, redeem all (but not less than all) the then outstanding Rights at
a price of $0.01 per Right (the "Redemption Price"), as provided in the Rights
Agreement. Immediately upon the action of the Board of Directors of the Company
electing to redeem the Rights, without any further action and without any
notice, the right to exercise the Rights will terminate and each Right will
thereafter represent only the right to receive the Redemption Price in cash for
each Right so held.
The holders of Rights will, solely by reason of their ownership of
Rights, have no rights as shareholders of the Company, including, without
limitation, the right to vote or to receive dividends.
The Rights will not prevent a takeover of the Company. However, the
Rights may cause substantial dilution to a person or group that acquires 15% or
more of the Common Stock unless the Rights are first redeemed by the Board of
Directors of the Company. Nevertheless, the Rights should not interfere with a
transaction that is in the best interests of the Company and its stockholders
because the Rights can be redeemed on or prior to the Flip-in Date, before the
consummation of such transaction.
As of January 31, 1997 there were 74,437,291 shares of Common Stock
issued and outstanding, and 4,630,032 shares reserved for issuance pursuant to
employee benefit plans. As long as the Rights are attached to the Common Stock,
the Company will issue one Right with each new share of Common Stock so that all
such shares will have Rights attached.
The Rights Agreement (which includes as Exhibit A the forms of Rights
Certificate and Election to Exercise) is attached hereto as an exhibit and is
incorporated herein by reference. The foregoing description of the Rights is
qualified in its entirety by reference to the Rights Agreement and such exhibit
thereto.
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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.
PARKER-HANNIFIN CORPORATION
By /s/ Joseph D. Whiteman
Name: Joseph D. Whiteman
Title: Vice President, General
Counsel and Secretary
Date: February 5, 1997
