UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): March 27, 1998
Ameriwood Industries International Corporation
(Exact Name of Registrant as Specified in Charter)
Michigan 0-13805 38-0983610
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
168 Louis Campau Promenade, Suite 400, Grand Rapids, MI 49503
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (616) 336-9400
ITEM 5. OTHER EVENTS.
Ameriwood Industries International Corporation, a Michigan
corporation (the "Registrant"), entered into an Agreement and Plan of
Merger (the "Merger Agreement"), dated as of March 27, 1998, by and among
Dorel Industries Inc., a Quebec, Canada corporation ("Parent"), Horizon
Acquisition, Inc., a Delaware corporation ("Purchaser"), and the
Registrant, pursuant to which (i) the Purchaser will make a cash tender
offer (the "Offer") to acquire all of the issued and outstanding shares of
common stock, par value $1.00 per share, of the Registrant, including the
associated common share purchase rights, (ii) certain shareholders of the
Registrant entered into Tender and Option Agreements (the "Tender
Agreements") and (iii) at the Effective Time (as defined in the Merger
Agreement) the Purchaser will be merged (the "Merger) with and into the
Registrant and the Registrant shall be the surviving corporation.
In connection with and prior to the execution of the Merger
Agreement and the Tender Agreements, the Registrant and Harris Trust and
Savings Bank ("Harris Bank") entered into an Amendment No. 1 to Rights
Agreement, dated as of March 27, 1997 (the "Amendment"). The Amendment
amends Sections 1(a), 1(h), 3(a) and 15 of the Rights Agreement, dated as
of April 4, 1996, by and between the Registrant and Harris Bank (the
"Rights Agreement"), to provide, among other things, that the consummation
of the Offer or the execution of the Merger Agreement and any amendments
thereto and the Tender Agreements or the consummation of the transactions
contemplated thereby (including, without limitation, the Offer and the
Merger) will not (i) cause Parent, Purchaser or any of their Affiliates or
Associates (as defined in the Rights Agreement) to become an Acquiring
Person (as defined in the Rights Agreement), (ii) give rise to a
Distribution Date (as defined in the Rights Agreement) or (iii) trigger
certain other events specified in the Rights Agreement. A copy of the
Amendment is filed herewith as Exhibit 4.1, and the preceeding summary
description is qualified in its entirety by reference to the Amendment.
Also, prior to entering into the Merger Agreement, the By-laws of
the Registrant were amended, effective as of March 27, 1998, pursuant to
Section 784 of the Michigan Business Corporation Act (the "MBCA"), to
provide that Chapter 7B of the MBCA shall not apply to "control share
acquisitions" (as defined in the MBCA) of shares of the Registrant. The
full text of such amendment is filed herewith as Exhibit 3.1.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
3.1 Text of Amendment to Registrant's By-laws.
4.1 Amendment No. 1 to Rights Agreement, dated as
of March 27, 1998, by and between Ameriwood
Industries International Corporation and
Harris Trust and Savings Bank (incorporated
by reference to Exhibit 2 to the 8-A/A filed
on April 3, 1998).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the Registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
Ameriwood Industries
International Corporation
Dated: April 3, 1998 By: /s/ Charles R. Foley
--------------------------
Charles R. Foley
Chief Executive Officer
Exhibit Index
Exhibit # Item
--------- ----
3.1 Amendment to by-laws.
Exhibit 3.1
AMENDMENT TO THE BY-LAWS OF
AMERIWOOD INDUSTRIES INTERNATIONAL CORPORATION
The following language is inserted in Article VII of the Company's
By-Laws:
Section 7. Pursuant to Section 794 of the Michigan Business
Corporation Act (the "MBCA"), Chapter 7B of the MBCA shall
not apply to "control share acquisitions" (as defined in the
MBCA) of shares of the corporation.
