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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
Amendment No. 5
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12 (b) OR 12 (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Ameriwood Industries International Corporation
(Exact name of registrant as specified in its charter)
Michigan 38-0983610
(State of incorporation or organization) (I.R.S. employer
identification no.)
171 Monroe Ave., N.W., Grand Rapids, Michigan 49503
(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
None N/A
Securities to be registered pursuant to Section 12 (g) of the Act:
Common Share Purchase Rights
(Title of class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The response to Item 1 is hereby amended to read in its entirety as follows:
On April 28, 1986, the Board of Directors of Ameriwood Industries
International Corporation, f/k/a Rospatch Corporation (the "Company"),
declared a dividend of one common purchase right (the "Rights") on each
outstanding share of common stock, $1.00 par value (the "Common Shares"),
of the Company for shareholders of record on May 21, 1986 (the "Record
Date"). Except as described below, each Right, when exercisable, entitles
the registered holder to purchase from the Company one Common Share at a
Purchase Price of $50.00 per share, subject to adjustment. The
description and terms of the Rights are set forth in the Rights Agreement,
dated as of April 28, 1986, as amended as of August 28, 1987 and February
29, 1988 and as amended and restated as of March 15, 1995 (the "Rights
Agreement"), between the Company and Harris Trust and Savings Bank (the
successor of NBD Bank, N.A.), as Rights Agent.
Presently, the Rights are attached to all certificates representing Common
Shares outstanding, and no separate Rights Certificates have been
distributed. The Rights will separate from the Common Shares and a
Distribution Date will occur upon the earlier of (i) 10 days following a
public announcement that a person or group of affiliated or associated
persons (an "Acquiring Person") has acquired, or obtained the right to
acquire, beneficial ownership of 15% or more of the outstanding Common
Shares (the date of such announcement being the "Shares Acquisition Date")
or (ii) 10 business days (or such later date as the Board of Directors of
the Company shall determine) following the commencement of a tender or
exchange offer that would result in a person or group beneficially owning
15% or more of the outstanding Common Shares.
Until the Distribution Date, (i) the Rights will be evidenced by the
Common Share certificates and will be transferred with and only with such
Common Share certificates, (ii) Common Share certificates issued after the
Record Date will contain a notation incorporating the Rights Agreement by
reference and (iii) the surrender for transfer of any certificates for
Common Shares outstanding will also constitute the transfer of the Rights
associated with the Common Shares represented by such certificates.
The Rights are not exercisable until the Distribution Date and will expire
at the close of business on May 20, 1996, unless earlier redeemed by the
Company as described below.
As soon as practicable after the Distribution Date, Rights Certificates
will be mailed to holders of record of the Common Shares as of the close
of business on the Distribution Date and, thereafter, the separate Rights
Certificates alone will represent the Rights. All Common Shares issued
prior to the Distribution Date will be issued with Rights. Common Shares
issued after the Distribution Date will be issued with Rights if such
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shares are issued pursuant to the exercise of stock options or under an
employee benefit plan, granted or awarded as of the Distribution Date, or
upon the conversion of securities issued after adoption of the Rights
Agreement. Except as otherwise determined by the Board of Directors, no
other Common Shares issued after the Distribution Date will be issued with
Rights.
In the event that a person becomes an Acquiring Person (except pursuant to
an offer for all outstanding Common Shares which the independent directors
of the Company determines to be fair to and otherwise in the best
interests of the Company and its shareholders), following the Distribution
Date, each holder of a Right will thereafter have the right to receive,
upon exercise, Common Shares (or, in certain circumstances, cash, property
or other securities of the Company) having a value equal to two times the
Exercise Price of the Right. The Exercise Price is the Purchase Price
multiplied by the number of Common Shares issuable upon exercise of a
Right prior to a person becoming an Acquiring Person (initially, one).
Notwithstanding any of the foregoing, all Rights that are, or (under
certain circumstances specified in the Rights Agreement) were,
beneficially owned by any Acquiring Person will be null and void.
However, Rights are not exercisable following a person becoming an
Acquiring Person until such time as the Rights are no longer redeemable by
the Company as set forth below.
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 (other than a merger which follows an offer described in the
preceding paragraph) or (ii) 50% or more of the Company's assets or
earning power is sold or transferred, each holder of a Right (except
Rights which have previously been voided as set forth above) shall
thereafter have the right to receive, upon exercise, common stock of the
acquiring company having a value equal to two times the Exercise Price of
the Right.
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) if holders of the Common Shares are granted
certain rights or warrants to subscribe for Common Shares or convertible
securities at less than the 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 periodic cash dividends at a
rate not in excess of 125% of the last regular periodic cash dividend
theretofore paid 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 amount to at least 1% of the
Purchase Price. No fractional Common Shares will be issued upon exercise
of the Rights and, in lieu thereof, an
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adjustment in cash will be made based on the market price of the Common
Shares on the last trading date prior to the date of exercise.
At any time until ten days following the Shares Acquisition Date, the
Company may redeem the Rights in whole, but not in part, at a price of
$.025 per Right (payable, at the election of the Company, in cash, Common
Shares or such other consideration as the Board of Directors may
determine). Immediately upon the action of the Board of Directors
ordering redemption of the Rights, the Rights will terminate and the only
right of the holders of Rights will be to receive the $.025 redemption
price.
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. While the distribution of the
Rights will not be taxable to shareholders or to the Company, shareholders
may, depending upon the circumstances, recognize taxable income in the
event that the Rights become exercisable for Common Shares (or other
consideration) of the Company or for common stock of the acquiring company
as set forth above.
Other than those provisions relating to the principal economic terms of
the Rights, any of the provisions of the Rights Agreement may be amended
by the Board of Directors of the Company prior to the Distribution Date.
After the Distribution Date, the provisions of the Rights Agreement may be
amended by the Board in order to cure any ambiguity, defect or
inconsistency, to make changes which do not adversely affect the interests
of holders of Rights (excluding the interests of any Acquiring Person), or
to shorten or lengthen any time period under the Rights Agreement;
provided, however, that no amendment to adjust the time period governing
redemption shall be made at such time as the Rights are not redeemable.
As of March 15, 1995, there were 4,188,406 Common Shares outstanding.
Each outstanding Common Share on March 15, 1995 has one Right attached
thereto. Until the Distribution Date, the Company will issue one Right
with each Common Share that shall become outstanding so that all such
shares will have attached Rights.
The Rights have certain antitakeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the
Company without conditioning the offer on a substantial number of Rights
being acquired. Accordingly, the existence of the Rights may deter
certain acquirors from making takeover proposals or tender offers.
However, the Rights are not intended to prevent a takeover but rather are
designed to enhance the ability of the Board of Directors to negotiate
with an acquiror on behalf of all of the shareholders. In addition, the
Rights should not interfere with a proxy contest.
The Rights Agreement between the Company and the Rights Agent specifying
the terms of the Rights, which includes as Exhibit A the Form of Rights
Certificate, is attached hereto as an exhibit and incorporated herein by
reference. The foregoing description of the
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Rights does not purport to be complete and is qualified in its entirety by
reference to such exhibit.
ITEM 2. EXHIBITS.
The response to Item 2 is hereby amended to read in its entirety as follows:
1. Rights Agreement, dated as of April 28, 1986, as amended as of August
28, 1987 and February 29, 1988 and as amended and restated as of March
15, 1995, between Ameriwood Industries International Corporation and
Harris Trust and Savings Bank, as Rights Agent, which includes as
Exhibit A thereto the Form of Rights Certificate (filed as exhibit to
Form 10-K for the year ended December 31, 1994 (Commission File No.
0-13805) and incorporated herein by reference)
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SIGNATURE
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.
AMERIWOOD INDUSTRIES
INTERNATIONAL CORPORATION
April 3, 1995 By: /s/ David N. Kraker
David N. Kraker
Treasurer and Chief Accounting Officer
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