SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-A
For Registration of Certain Classes of Securities Pursuant to
Section 12(b) or 12(g) of the Securities Exchange Act of 1934
PENTAIR, INC.
(Exact Name of Registrant as specified in Its Charter)
MINNESOTA 41-0907434
(State of Incorporation (I.R.S. Employer
or Organization) Identification No.)
1500 County Road B2 West, St. Paul, Minnesota 55113-3105
(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:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
Rights New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the
Act:
None
<PAGE>
Item 1. Description of Securities to be Registered.
On July 21, 1995, the Board of Directors of Pentair, Inc. (the
"Company") declared a dividend of one common share
purchase right (a "Right") for each outstanding share of
common stock, par value $.16-2/3 per share (the "Common
Shares"), of the Company. The dividend was effective July 31,
1995 for shareholders of record on such date (the "Record
Date"). Each Right entitles the registered holder to purchase
from the Company one Common Share at a price of $160.00
per Common Share, subject to adjustment (the "Purchase
Price"). The description and terms of the Rights are set forth
in a Rights Agreement (the "Rights Agreement") between the
Company and Norwest Bank Minnesota, National Association,
as Rights Agent (the "Rights Agent").
Until the earlier to occur of (i) 10 days following a public
announcement that a person or group of affiliated or
associated persons (other than the Company, a subsidiary of
the Companyor an employee benefit plan of the Company or a
subsidiary) (an "Acquiring Person") has acquired beneficial
ownership of 15% or more of the outstanding Common Shares
(the "Shares Acquisition Date") or (ii) 10 business days (or
such later date as may be determined by action of the
Company's Board of Directors prior to such time as any person
becomes an Acquiring Person) following the commencement
of, or announcement of an intention to make, a tender offer or
exchange offer the consummation of which would result in the
beneficial ownership by a person or group (other than the
Company, a subsidiary of the Company or an employee benefit
plan of the Company or a subsidiary) of 15% or more of such
outstanding Common Shares (the earlier of such dates being
called the "Distribution Date"), the Rights will be evidenced,
with respect to any of the Common Share certificates
outstanding as of the Record Date, by such Common Share
certificate.
The Rights Agreement provides that, until the Distribution
Date, the Rights will be transferred with and only with the
Common Shares. Until the Distribution Date (or earlier
redemption or expiration of the Rights), new Common Share
certificates issued after the Record Date, upon transfer or new
issuance of Common Shares, 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 Shares, outstanding as of the Record Date, even
without such notation, will also constitute the transfer of the
Rights associated with the Common Shares represented by
such certificate. As soon as practicable following the
Distribution Date, separate certificates evidencing the Rights
("Right Certificates") will be mailed to holders of record of the
Common Shares as of the close of business on the Distribution
Date and such separate Right Certificates alone will evidence
the Rights.
The Rights are not exercisable until the Distribution Date. The
Rights will expire on July 31, 2005 (the "Final Expiration
Date"), unless the Rights are earlier redeemed or exchanged by
the Company, in each case, as described below.
The Purchase Price payable, and the number of Common
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 Common
Shares, (ii) upon the grant to holders of the Common Shares of
certain rights or warrants to subscribe for or purchase
Common Shares at a price, or securities convertible into
Common Shares with a conversion price, less than the then
current market price of the Common Shares or (iii) upon the
distribution to holders of the Common Shares of evidences of
indebtedness or assets (excluding regular quarterly cash
dividends or dividends payable in Common Shares) or of
subscription rights or warrants (other than those referred to
above).
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. No
fractional shares will be issued. In lieu thereof, an adjustment
in cash will be made based on the market price of the Common
Shares on the last trading day prior to the date of exercise.
The Purchase Price is payable by certified check, cashier's
check, bank draft or money order or, if so provided by the
Company, the Purchase Price following the occurrence of a
Flip-In Event (as defined below) and until the first occurrence
of a Flip-Over Event (as defined below) may be paid in
Common Shares having an equivalent value.
In the event that any person becomes an Acquiring Person (a
"Flip-In Event"), the holders of Rights will thereafter have the
right to receive upon exercise that number of Common Shares
(or, in certain circumstances cash, property or other securities
of the Company or a reduction in the Purchase Price) having a
market value of two times the then current Purchase Price.
Notwithstanding any of the foregoing, following the
occurrence of a Flip-In Event all Rights will be null and void to
the extent they are, or (under certain circumstances specified
in the Rights Agreement) were, or subsequently become
beneficially owned by an Acquiring Person, related persons and
transferees.
In the event that, at any time following the Shares Acquisition
Date, (i) the Company is acquired in a merger or other business
combination transaction or (ii) 50% or more of its consolidated
assets or earning power are sold (the events described in
clauses (i) and (ii) are herein referred to as "Flip-Over Events"),
proper provision will be made so that the holders of Rights will
thereafter have the right to receive, upon the exercise thereof
at the then current Purchase Price, that number of shares of
common stock of the acquiring company which at the time of
such transaction will have a market value of two times the
then current Purchase Price.
At any time after a person becomes an Acquiring Person and
prior to the acquisition by such Acquiring Person of 50% or
more of the outstanding Common Shares, the Board of
Directors of the Company may exchange the Rights (other than
Rights owned by such Acquiring Person which have become
void), in whole or in part, at an exchange ratio of one Common
Share (or of a share of a class or series of the Company's
preferred stock having equivalent rights, preferences and
privileges) per Right (subject to adjustment).
At any time prior to the close of business on the tenth day
following the Shares Acquisition Date, the Board of Directors
of the Company may redeem the Rights in whole, but not in
part, at a price of $.01 per Right (the "Redemption Price").
The redemption of the Rights may be made effective at such
time, on such basis and with such conditions as the Board of
Directors in its sole discretion may establish. Immediately
upon any redemption of the Rights, the right to exercise the
Rights will terminate and the only right of the holders of Rights
will be to receive the Redemption Price.
Other than the Redemption Price, the Purchase Price and the
Final Expiration Date, the terms of the Rights may be amended
by the Board of Directors of the Company without the consent
of the holders of the Rights, including an amendment to lower
the threshold for exercisability of the Rights from 15% to
10%, with appropriate exceptions for any person then
beneficially owning a percentage of the number of Common
Shares then outstanding equal to or in excess of the new
threshold, except that from and after the Distribution Date no
such amendment may adversely affect the interests of the
holders of the Rights.
Until a Right is exercised, the holder thereof, as such, will have
no rights as a shareholder of the Company, including, without
limitation, the right to vote or to receive dividends.
Item 2. Exhibits.
1. Rights Agreement dated as of July 21, 1995, between
Pentair and Norwest Bank Minnesota, National Association
(Incorporated by reference to Exhibit 4.1 to Registrant's
Quarterly Report on Form 10-Q for the quarter ended June 30,
1995.)
2. All exhibits required by Instruction II to Item 2
will be supplied to the New York Stock Exchange.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereto duly authorized.
PENTAIR, INC.
By: David D. Harrison
Executive Vice President, Chief Financial Officer
Dated: January 29, 1996
