SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________
FORM 8-A/A
AMENDMENT NO. 2
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
ARVIN INDUSTRIES, INC.
______________________________________________________
(Exact name of registrant as specified in its charter)
Indiana 35-0550190
________________________________________ _____________
(State of incorporation or organization) (IRS Employer
Identification No.)
One Noblitt Plaza, Post Office Box 300,
Columbus, Indiana 47202-3000
__________________________________________ __________
(Address of principal executive offices) (Zip Code)
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
_______________________________ ________________________________
Preferred Share 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)
The undersigned registrant hereby amends Items 1 and
2 of its Registration Statement on Form 8-A dated June 10,
1986, as amended by Form 8 dated February 28, 1989, as set
forth in the following.
Item 1. Amended and Restated Description of
Registrant's Securities to be Registered.
On May 29, 1986, Arvin Industries, Inc. (the
"Company") declared a dividend of one preferred share purchase
right (a "Right") for each outstanding share of Common Stock,
par value $2.50 per share (the "Common Shares"), of the
Company, payable to shareholders of record on June 13, 1986
and entered into a Rights Agreement dated as of May 29, 1986,
as amended as of February 23, 1989 and November 10, 1994 (the
"Rights Agreement") between the Company and Harris Trust and
Savings Bank, as Rights Agent (the "Rights Agent").
The Rights Agreement sets forth the terms of the
Rights. Pursuant to the Rights Agreement, each Right entitles
its holder, until the earlier of June 13, 1996 and the
redemption of the Rights, to purchase from the Company one one-
hundredth of a share of Series C Junior Participating Preferred
Stock, without par value, of the Company (the "Preferred
Shares") at an exercise price of $90 per one one-hundredth of a
share (the "Exercise Price"), subject to adjustment.
The Rights are evidenced by the certificates
representing the Common Shares and are not exercisable, or
transferable apart from the Common Shares until the earlier to
occur of (i) 10 days following a public announcement that a
person or group of affiliated or associated persons ("an
Acquiring Person") has acquired beneficial ownership of 20%
or more of the outstanding Common Shares or (ii) 10 business
days following the commencement of, or announcement of an
intention to make, a tender offer or exchange offer the
consummation of which would result in a person or group of
affiliated or associated persons beneficially owning 20% or
more of the outstanding Common Shares (the earlier of such
dates being called the "Distribution Date"). Separate
certificates for the Rights will be mailed to holders of record
of Common Shares as of such date. The Rights could then begin
trading separately from the Common Shares.
If 20% or more of the Common Shares are acquired by a
person or group of affiliated or associated persons, or if
during such time as there is a person or group of affiliated or
associated persons which own 20% or more of the Common Shares
certain transactions occur which increase the ownership of such
person or group of affiliated or associated persons by more
than 1%, then each holder of a Right other than such person or
group of affiliated or associated persons would have the right
to purchase a number of Common Shares having a market value
equal to twice the current exercise price of the Right. If 20%
or more (but less than 50%) of the Common Shares are acquired
by any person or group of affiliated or associated persons, the
Company's Board of Directors may exchange each Right for one
Common Share. In these situations, the Rights owned by any
person or group of affiliated or associated persons holding 20%
or more of the Company's Common Shares become void and cannot
be exercised. If the Company is acquired in a merger or
similar transaction, or if 50% of the Company's assets or
earning power are transferred to another company, the holder of
each Right would have the right to purchase a number of shares
of the acquiring company's common stock having a market price
equal to twice the current exercise price of the Right.
If the Board of Directors determines in good faith
that a person who would otherwise be an Acquiring Person has
become such inadvertently, and such person promptly divests of
a sufficient number of Common Shares so that such person would
no longer be an Acquiring Person, then such person shall not
be deemed to be an Acquiring Person.
The Rights are redeemable in whole, but not in part,
at $.10 per Right at any time prior to the acquisition by a
person or group of beneficial ownership of 20% or more of the
Common Shares. The right to exercise the Rights terminates at
the time that the Board of Directors elects to redeem the
Rights. Notice of redemption shall be given by mailing such
notice to the registered holders of the Rights. At no time
will the Rights have any voting rights. The Exercise Price and
the number 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) as a result of
the grant to holders of the Preferred Shares of certain rights
or warrants to subscribe for or purchase Preferred Shares or
securities convertible into Preferred Shares at less than the
then-current market price of the Preferred Shares or (iii) as a
result of the distribution to holders of the Preferred Shares
of evidences of indebtedness or assets (excluding regular
periodic cash dividends paid out of earnings or retained
earnings or dividends payable in Preferred Shares) or of
subscription rights or warrants (other than those referred to
above). The number of Rights and number of Preferred Shares
issuable upon exercise of each Right are also subject to
adjustment in the event of a stock split or stock dividend on,
or combination of, the Common Shares prior to the Distribution
Date. With certain exceptions, no adjustment in the exercise
price will be required until cumulative adjustments require an
adjustment of at least 1% in such exercise price.
The Preferred Shares purchasable upon exercise of the
Rights will have a minimum preferential quarterly dividend of
$25 per share, but will be entitled to receive, in the
aggregate, a dividend of 100 times the dividend declared on the
Common Shares. In the event of liquidation, the holders of the
Preferred Shares will be entitled to receive a minimum
liquidation payment of $100 per share, but will be entitled to
receive an aggregate liquidation payment equal to 100 times
the payment made per Common Share. Each Preferred Share will
have one vote, voting together with the Common Shares. In the
event of any merger, consolidation or other transaction in
which Common Shares are exchanged, each Preferred Share will be
entitled to receive 100 times the amount and type of
consideration received per Common Share. The rights of the
Preferred Shares as to dividends and liquidation, and in the
event of mergers and consolidations, are protected by customary
anti-dilution provisions.
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, except pursuant to an offer
conditioned on a substantial number of Rights being acquired.
The Rights should not interfere with any merger or other
business combination approved by the Company's Board of
Directors prior to the time that any person or group of
affiliated or associated persons has acquired beneficial
ownership of 20% or more of the Common Shares, since until such
time the Rights may be redeemed by the Company at a price of
$.10 each.
The foregoing description of the Rights is qualified
by reference to the Rights Agreement and the Amendments thereto
which are Exhibits hereto and are incorporated herein by
reference.
Item 2. Exhibits.
Exhibit No. Description of Document
1. Rights Agreement (the "Rights Agreement")
dated as of May 29, 1986, between Arvin
Industries, Inc. and Harris Trust and
Savings Bank, as Rights Agent (incorporated
by reference to Exhibit I of the Company's
Form 8-A, dated June 10, 1986).
2. Amendment to the Rights Agreement dated
February 23, 1989 (incorporated by reference
to Exhibit I to the Company's Form 8-A,
dated February 28, 1989).
3. Amendment No. 2 to the Rights Agreement dated
November 10, 1994. (incorporated by reference
to Exhibit 4 to the Companys Quarterly
Report on Form 10-Q for the quarter ended
October 2, 1994.)
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this
amendment to be signed on its behalf by the undersigned,
thereunto duly authorized.
ARVIN INDUSTRIES, INC.
Date: December 9, 1994 By: /s/ Ronald R. Snyder
_______________________
Ronald R. Snyder
Vice President, General
Counsel and Secretary
