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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): February 7, 1995
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PETROLITE CORPORATION
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(Exact name of Registrant as specified in its charter)
Delaware 0-685 43-0617572
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(State or other (Commission File No.) (I.R.S. Employer
jurisdiction of Identification No.)
incorporation)
369 Marshall Avenue, St. Louis, Missouri 63119
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(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (314) 961-3500
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None
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(Former name or former address, if changed since last report)
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Item 5. Other Events
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(a) As previously reported, on December 9, 1994, the Company
entered into a letter of intent (the "Letter of Intent") with Wm.
S. Barnickel & Company ("Barnickel Company"), the William S.
Barnickel Testamentary Trust ("Barnickel Trust"), the John S.
Lehmann Trust f/b/o John S. Lehmann, Jr. and the John S. Lehmann
Trust f/b/o Frederick W. Lehmann III, and Michael V. Janes, G.J.
Brown, William B. Janes, and John V. Janes. The Letter of Intent
was executed by the last signatory thereto on December 9, 1994. A
copy of the Letter of Intent was filed as Exhibit 99 to the
Company's Current Report on Form 8-K filed on or about December 13,
1994, and is incorporated herein by reference.
As more fully described in said 8-K Report, the Letter of
Intent set forth the principal terms of the proposed acquisition by
the Company of substantially all of the assets of Barnickel Company
pursuant to a tax-free reorganization (the "Proposed
Reorganization") within the meaning of Section 368(a)(1)(C) of the
United States Internal Revenue Code of 1986, as amended. Subject
to the satisfaction of certain conditions to the closing of the
transactions contemplated in the Proposed Reorganization, the
Company proposed to acquire, in exchange for newly issued shares of
its Capital Stock, substantially all of the assets of Barnickel
Company, consisting of shares of the Company's Capital Stock
(representing approximately 47% of the Company's outstanding
Capital Stock), certain interests in the Barnickel Trust acquired
by Barnickel Company, and some or all of the oil and gas
properties owned by Barnickel Company. The foregoing is only a
summary of certain aspects of the Proposed Reorganization, a more
complete description of which is contained in said 8-K Report.
One of the conditions to the obligations of the parties to
consummate the Proposed Reorganization is the issuance of a
favorable ruling from the Internal Revenue Service (the "IRS")
regarding qualification of the Proposed Reorganization as a tax-
free reorganization within the meaning of Section 368(a)(1)(C) of
the Code.
The Company and Barnickel Company have been advised by the IRS
that Revenue Procedure 94-76, pursuant to which the IRS suspended
consideration of certain advance ruling requests pending the
completion of a designated study, applied to the Proposed
Reorganization. As a result, it is unlikely that the Proposed
Reorganization will be completed on the terms originally agreed
upon. The parties are reviewing alternatives to the Proposed
Reorganization in light of the application of the Revenue
Procedure. No agreement with respect to the terms of any such
alternative transaction has been reached and negotiations are
subject to continued analysis, including an analysis of the
possibility of effecting such a transaction on a tax-free basis.
Any such transaction would be subject to negotiation and
agreement upon the necessary terms and conditions; negotiation
and execution
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of a definitive agreement and other necessary agreements on terms
mutually satisfactory to the parties; approval by their respective
Boards of Directors and possibly shareholders and other persons;
and receipt of necessary regulatory approvals. No assurances can be
given that an agreement with respect to any such transaction will be
reached or consummated.
As part of the review of alternatives to the Proposed
Reorganization, the Company's Board of Directors invited Barnickel
Company to propose two individuals for nomination to the Company's
Board of Directors at the Company's 1995 Annual Meeting of
Stockholders. Barnickel Company proposed Mr. Fairfax F. Pollnow
and Mr. Wayne J. Grace for nomination as Directors of the Company.
The Company's Board of Directors expanded such Board from nine to
eleven members, effective as of the Company's 1995 Annual Meeting,
to accommodate the two nominees proposed by Barnickel Company.
Messrs. Pollnow and Grace have been included on the Company's slate
of candidates for election to the Board of Directors.
(b) The Company has adopted Amendment No. 2 to its Rights
Agreement with Society National Bank dated March 28, 1994, a copy
of which is attached hereto as Exhibit 4, and incorporated by
reference herein. The amendment: (1) clarifies that no rights
issued under the Rights Agreement will become exercisable solely by
reason of the distribution of the Barnickel Trust pursuant to its
terms, (2) treats Messrs. Pollnow and Grace, and any other persons
proposed by Barnickel Company for nomination by the Company for
election as Directors of the Company ("Barnickel Nominee"), as
"Exempt Persons' insofar as they might be deemed a member of a
"group" (as defined in Section 13(d)(3) of the Securities Exchange
Act of 1934) solely by reason of such proposed nomination,
nomination, or subsequent election, (3) excludes the Barnickel
Nominees and any person who is an "Exempt Person" or a
representative of an "Exempt Person" from the definition of
"Continuing Director(s)", and (4) clarifies that the furnishing of
proxies or the casting of votes in favor, or the withholding of
votes from, the election of nominees for election as Directors of
the Company by Barnickel Company and certain other persons in
respect of the Company's 1995 Annual Meeting of Stockholders
will not, directly or indirectly, cause any rights issued
under the Rights Agreement to become exercisable.
Item 7. Financial Statements and Exhibits
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(c) Exhibits.
4. Form of Amendment No. 2 to Rights Agreement
dated as of March 28, 1994 between the Company
and Society National Bank as Rights Agent, as
amended.
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SIGNATURES
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Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
PETROLITE CORPORATION
By: /s/ John M. Casper
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John M. Casper
Vice President and
Chief Financial Officer
Date: February 13, 1995
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Exhibit 4.1 AMENDMENT NO. 2 TO
RIGHTS AGREEMENT
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Amendment No. 2 (this "Amendment"), dated as of February 7,
1995, to the Rights Agreement (the "Rights Agreement"), dated as of
March 28, 1994, between Petrolite Corporation, a Delaware
corporation (the "Company"), and Society National Bank (the "Rights
Agreement") as amended by Amendment No. 1, dated as of December 1,
1994.
WHEREAS, pursuant to Section 27 of the Rights Agreement, the
Company and the Rights Agent may from time to time supplement or
amend the Rights Agreement in accordance with Section 27 thereof;
and
WHEREAS, all acts and things necessary to make this Amendment
valid and enforceable have been performed and done.
NOW, THEREFORE, in consideration of the premises and the
mutual agreements herein set forth, the parties agree that the
Rights Agreement is hereby amended as follows:
1. Section 1(g) of the Rights Agreement is hereby amended to
read in its entirety as follows:
"Continuing Director" shall mean (i) any member of the Board
of Directors of the Company, while such Person is a member of the
Board, so long as such Person is not an Acquiring Person or an
Affiliate or Associate of an Acquiring Person, or a representative
of any Acquiring Person or any such Affiliate or Associate, and who
was a member of the Board as of March 28, 1994, the date of this
Agreement, or (ii) any Person who subsequently becomes a member of
the Board on the recommendation, or with the approval, of a
majority of the Continuing Directors, while such Person is a member
of the Board, so long as such Person is neither (a) an Acquiring
Person or an Affiliate or Associate of an Acquiring Person, or a
representative of an Acquiring Person or of any such Affiliate or
Associate, nor (b) an Exempt Person or a proposed nominee, nominee
or representative of an Exempt Person.
2. Section 1 of the Rights Agreement is amended by adding
the following new paragraph at the end of Section 1 immediately
following the paragraph added by Amendment No. 1 to the Rights
Agreement dated as of December 1, 1994.
Notwithstanding anything in this Agreement that might
otherwise be deemed to the contrary, no Stock Acquisition Date,
Distribution Date, Section 11(a)(ii) Event or Section 13 Event
shall occur, and no person shall be deemed an "Acquiring Person",
solely as a result of (i) the distribution of the assets of the
William S. Barnickel Testamentary Trust to the beneficiaries of
such trust in accordance with the terms and conditions of such
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trust, (ii) the proposed nomination, nomination or election of
Fairfax F. Pollnow and/or Wayne J. Grace and/or any other person
proposed by Barnickel Company for nomination by the Company for
election as a director of the Company (and Messrs. Pollnow and
Grace and any such other persons shall be deemed an "Exempt Person"
insofar as such persons might be deemed a member of a "group" (as
defined in Section 13(d)(3) of the Securities Exchange Act of 1934)
solely by reason of such proposed nomination, nomination or
election); or (iii) the furnishing of proxies or the casting of
votes in the election of nominees for election as directors of the
Company at the Company's 1995 Annual Meeting of Shareholders by
Boatmen's Bancshares, Inc., Boatmen's Trust Company, Wm. S.
Barnickel & Company, The William S. Barnickel Testamentary Trust,
Michael V. Janes, The John S. Lehmann Trust f/b/o John S. Lehmann
Jr., The John S. Lehmann Trust f/b/o Frederick W. Lehmann III,
Genevieve J. Brown, John V. Janes Jr., William B. Janes, Fairfax F.
Pollnow and Wayne J. Grace.
3. The Rights Agreement shall not otherwise be supplemented
or amended by virtue of this Amendment, but shall remain in full
force and effect. This Amendment may be executed in one or more
counterparts, all of which shall be considered one and the same
amendment and each of which shall be deemed an original.
IN WITNESS WHEREOF, the undersigned have caused this Amendment
to be duly executed, all on the day and year first above written.
Attest: PETROLITE CORPORATION
By: /s/ Charles R. Miller By: /s/ John M. Casper
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Attest: SOCIETY NATIONAL BANK
By: Joann Litzelfelner By: /s/ Richard T. Mitchell
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