SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A/A
AMENDMENT NO. 3
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
ARVIN INDUSTRIES, INC.
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(Exact name of registrant as specified in its charter)
Indiana 35-0550190
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(State of incorporation or organization) (IRS Employer
Identification No.)
One Noblitt Plaza, Post Office Box 300,
Columbus, Indiana 47202-3000
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(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
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Preferred Share Purchase Rights New York Stock Exchange
Chicago Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(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 and Form 8A/A dated
November 10, 1994, as set forth in the pages attached hereto.
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, November 10, 1994 and May 10, 1996 (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, 2006 or 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"), sub
ject 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 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 con
ditioned on a substantial number of Rights being acquired. The
Rights should not interfere with any merger or other business com
bination 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 Company's Form 10-Q for the quarterly period
ended October 2, 1994).
4. Amendment No. 3 to the Rights Agreement dated
May 10, 1996 (incorporated by reference to Exhibit 1
to the Company's Form 8-K, dated May 10, 1996).
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: May 10, 1996 By: /s/ Ronald R. Snyder
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Ronald R. Snyder
Vice President, General
Counsel & Secretary
