<PAGE>
As filed with the Securities and Exchange Commission on December 5, 1994
Registration No. 33-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
FORM S-3
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
___________________
CARLISLE COMPANIES INCORPORATED
(Exact name of issuer as specified in its charter)
Delaware 31-1168055
(State or other jurisdiction of (I.R.S. EmployerIdentification No.)
incorporation or organization)
250 South Clinton Street; Suite 201
Syracuse, New York 13202-1258
(315) 474-2500
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
___________________
Stephen P. Munn
CARLISLE COMPANIES INCORPORATED
250 South Clinton Street; Suite 201
Syracuse, New York 13202-1258
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
____________________
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
<PAGE>
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [x]
______________________
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Title of Amount to be Proposed Proposed Amount of
Securities to registered maximum maximum registration
be registered offering aggregate fee
price per offering
share (1) price (1)
- --------------------------------------------------------------------------------
Common Stock, Par 300,000 shares $ 33.44 $10,032,000 $ 3,459
Value $1.00
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(c) based on the average of the high and low prices of the Common
Stock on November 30, 1994 as reported on the New York Stock Exchange.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE
REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT
THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE
WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
<PAGE>
PROSPECTUS
CARLISLE COMPANIES INCORPORATED
COMMON STOCK
This Prospectus relates to the resale, from time to time, by Bankers Trust
Company or any successor, as trustee ("Trustee") of the Carlisle Corporation
Master Retirement Fund (the "Fund" or "Selling Shareholder") of up to 300,000
shares (the "Shares") of the common stock, $1.00 par value of Carlisle Companies
Incorporated (the "Company" or the "registrant") contributed or proposed to be
contributed from time to time by the Company to the Fund. Once contributed to
the Fund, the Shares will be placed into one or more equity portfolios of the
Fund, and the investment managers (the "Managers") of such portfolios, in
exercising their fiduciary duties, will determine the time and manner of the
sale of Shares. (See "Selling Shareholder" and "Plan of Distribution"). The
Company will receive none of the proceeds from the sale of the Shares by the
Fund.
The Common Stock is listed on the New York Stock Exchange ("NYSE") under
the symbol CSL. On November 30, 1994 the closing sales price of the Common
Stock on the NYSE was $33.38 per share.
The Selling Shareholder has advised the Company that the Shares may be sold
from time to time in transactions on the NYSE or in negotiated transactions, in
each case at prices satisfactory to the Selling Shareholder. (See "Plan of
Distribution") The Fund will receive all proceeds from the sale of the Shares.
______________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND
EXCHANGE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
______________________
The date of this Prospectus is November 30, 1994
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549 and may be available at the Commission's
Regional Offices at Suite 1400 Northwestern Atrium Center, 500 West Madison
Street, Chicago, Illinois 60661 and Suite 1300, 7 World Trade Center, New York,
New York 10048. Copies of such materials may also be obtained from the Public
Reference Section of the Commission, 450 Fifth Street, N.W., Washington, D.C.
20549 at prescribed rates. This Prospectus does not contain all the information
set forth in the Registration Statement filed by the Company with respect to the
offering made hereby. Copies of the Registration Statement are available from
the Commission.
The Company's Common Stock is listed on the New York Stock Exchange.
Reports, proxy statements and other information concerning the Company may also
be inspected and copied at the Library of the New York Stock Exchange at 20
Broad Street, New York, New York.
_________________________
No person has been authorized to give any information or to make on behalf
of the Company or the Selling Shareholder any representations, other than those
contained in this Prospectus, in connection with the offer made hereby, and, if
given or made, such other information or representation must not be relied upon
as having been authorized by the Company or the Selling Shareholder. This
Prospectus does not constitute an offer to sell, or a solicitation of an offer
to buy, any security other than the securities offered hereby, or an offer to
sell or solicitation of an offer to buy such securities in any jurisdiction in
which such offer or solicitation is not qualified or to any person to whom such
offer or solicitation would be unlawful. Neither the delivery of this
Prospectus nor any sale made hereunder shall under any circumstances create any
implication that there has been no change in the affairs of the Company since
the date hereof.
TABLE OF CONTENTS
Page
Available Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Incorporation of Certain Information by Reference. . . . . . . . . . . . . . . 3
The Company. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Selling Shareholder. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Interests of Named Experts and Counsel . . . . . . . . . . . . . . . . . . . . 5
Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
2
<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents are incorporated by reference herein:
1. The Company's annual report on Form 10-K for the year ended December
31, 1993.
2. The Company's definitive proxy statement dated March 9, 1994.
3. All other reports filed pursuant to Section 13(a) or Section 15(d) of
the Exchange Act since December 31, 1993.
4. The descriptions of the Company's Common Stock and related Preferred
Stock Purchase Rights contained in the Company's Registration
Statement on Form 8-B (Registration No. 1-9278) filed under the
Exchange Act, which also incorporates by reference information
presented in the Company's Registration Statement on Form S-4
(Registration No. 33-3661) filed under the Securities Act of 1933, as
amended, and in the Company's Form 8-A filed February 14, 1989
(effective on March 29, 1989).
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering made hereunder also shall be deemed to be
incorporated herein by reference and made a part hereof from the date of filing
of such material.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein,
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein, modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, upon written or oral
request of such person, a copy of any and all of the information incorporated by
reference herein (not including exhibits unless such exhibits are specifically
incorporated by reference into the information that this Prospectus
incorporates). Any request for delivery of such information should be directed
to the Secretary, Carlisle Companies Incorporated, Suite 201, 250 South Clinton
Street, Syracuse, New York, 13202-1258 (telephone (315) 474-2500).
3
<PAGE>
THE COMPANY
Carlisle Companies Incorporated was incorporated in 1986 in Delaware as a
holding company for Carlisle Corporation, whose operations began in 1917, and
its wholly-owned subsidiaries. The Company's diversified manufacturing
operations are conducted through its subsidiaries.
The Company manufactures and distributes a wide variety of products for
industry, primarily of rubber, plastics and metal content. Its products include
both components used by other companies in the manufacture of capital and
consumer goods and those for the aftermarket. The Company is the leading
producer, or among the leading producers, of many of its lines.
The address of the principal executive offices of the Company is Suite 201,
250 South Clinton Street, Syracuse, New York 13202-1258 and its telephone number
is (315) 474-2500.
USE OF PROCEEDS
The Shares being offered hereby are for the account of the Fund. The
Company will receive none of the proceeds from the sale of the Shares.
SELLING SHAREHOLDER
The Fund comprises the assets of the retirement plans covering the
employees of the Company and certain of its subsidiaries. The Fund is funded by
Company contributions to an irrevocable trust fund held for the sole benefit of
the employees and is qualified within the meaning of Section 401(a) of the
Internal Revenue Code. It is contemplated that the contributed Shares will be
placed into portfolios managed by one or more independent Managers not directly
employed by the Company. Each Manager is responsible in its sole judgment and
discretion for making any decision to sell from time to time any of or all the
Shares under its control, subject to the terms of investment advisory agreements
between the Manager and the Fund.
The following information has been provided to the Company by the Selling
Shareholder.
4
<PAGE>
Shares of the Shares of the Shares of the
Company's Company's Company's Common
Common Stock Common Stock to Stock to be Owned
Name of Selling Beneficially be Offered After Completion of
Shareholder Owned (1) Hereby this Offering (1) (2)
---------------- ------------ -------------- ---------------------
Bankers Trust
Company (or any
named successor
trustee), Trustee
of the Fund 300,714 300,000 714
_____________
(1) Does not include Shares held in any capacity other than as Trustee of
the Fund. Assumes all 300,000 Shares offered hereunder are contributed to the
Fund. As of November 30, 1994, the Fund held 17,379 Shares.
(2) Less than 1% of the class.
Pursuant to a Master Savings Plan Trust Agreement, dated October 1, 1992,
Bankers Trust Company is also trustee for the Company's Section 401(k) Employee
Incentive Savings Plan.
PLAN OF DISTRIBUTION
The Shares may be sold from time to time by the Selling Shareholder at the
direction of a Manager. Such sales may be made on the New York Stock Exchange
or in negotiated transactions, at prices and on terms then prevailing or at
prices related to the then current market price or at negotiated prices. The
Shares may be purchased by a broker or dealer as principal and resold by such
broker or dealer for its account pursuant to this Prospectus, or may be sold in
ordinary brokerage transactions and transactions in which the broker solicits
purchasers. In effecting sales, brokers or dealers engaged by the Selling
Shareholder may arrange for other brokers or dealers to participate. Brokers or
dealers may receive commissions or discounts from the Selling Shareholder in
amounts to be negotiated immediately prior to the sale, which amounts will not
be greater than that normally paid in connection with ordinary trading
transactions.
INTERESTS OF NAMED EXPERTS AND COUNSEL
Scott C. Selbach, Vice President and General Counsel of the Company, who
has provided the opinion of counsel relating to the validity of the Shares was,
as of November 30, 1994, the beneficial owner of 21,685 shares of the Company's
common stock, including 16,333 shares subject to acquisition by the exercise of
stock options within 60 days and 1,225 shares allocated to his account under the
Company's Employee Incentive Savings Plan.
5
<PAGE>
EXPERTS
The financial statements and schedules of the Company as of December 31,
1993 and 1992, and for each of the years in the three-year period ended December
31, 1993, incorporated by reference herein and elsewhere in the Registration
Statement have been incorporated by reference herein and in the Registration
Statement in reliance upon the report of KPMG Peat Marwick, LLP, independent
auditors, incorporated by reference herein, and upon the authority of said firm
as experts in accounting and auditing.
6
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the estimated expenses of the Company in
connection with the issuance and distribution of the securities being
registered.
Registration Fee under the Securities Act of 1933 $ 3,459
Printing Costs 1,000
Legal Fees 2,000
Accounting Fees 1,000
Miscellaneous 1,000
-------
Total $ 8,459
Item 15. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law authorizes certain
indemnification by the Company to directors, officers and other persons and
authorizes the Company to purchase insurance against such liabilities. This
section allows indemnification by the Company to any person made or threatened
to be made a party to any proceedings, other than a proceeding by or in the
right of the Company, by reason of the fact that such person is or was a
director, officer, employee or agent of the Company, or was serving at the
request of the Company in a similar capacity with another corporation,
partnership, joint venture, trust or other enterprise, against expenses,
including judgments and fines, if that person acted in good faith and in a
manner reasonably believed to be in or not opposed to the best interest of the
Company and, with respect to criminal actions, in which such person had no
reasonable cause to believe that the person's conduct was unlawful. Similar
provisions apply to actions brought by or in the right of the Company, except
that no indemnification shall be made in such cases when the person shall have
been adjudged to be liable to the Company unless determined otherwise by the
court in which the action was brought. Determinations regarding indemnification
are to be made by a majority vote of a quorum of disinterested directors or the
written opinion of independent legal counsel or by stockholders or by the court.
The Company's Certificate of Incorporation extends similar rights of
indemnification.
Item 16. Exhibits.
The following exhibits are filed as part of this Registration Statement.
4.1 - Restated Certificate of Incorporation as amended April 22, 1991*
4.2 - Stockholders' Rights Agreement, February 8, 1989**
5 - Opinion of Counsel
23.1 - Consent of Independent Auditors
23.2 - Consent of Counsel (included in Exhibit 5)
24 - Power of Attorney
________________
* Filed as an exhibit to the Company's annual report on Form 10-K for the
year ended December 31, 1991 and incorporated herein by reference.
** Filed as an exhibit to the Company's annual report on Form 10-K for the
year ended December 31, 1988 and incorporated herein by reference.
II-1
<PAGE>
Item 17. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement:
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, as amended, each
filing of the registrant's annual report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934, as amended (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to section
15(d) of the Securities Exchange Act of 1934, as amended) that is incorporated
by reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against liabilities (other than payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
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<PAGE>
SIGNATURES
THE REGISTRANT
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Syracuse, State of New York as of November 30, 1994.
CARLISLE COMPANIES
INCORPORATED
By: /s/ Stephen P. Munn
------------------------------------
Stephen P. Munn, Chairman, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated as of November 30, 1994.
SIGNATURE AND TITLE
/s/ Stephen P. Munn Chairman, President, Chief Executive Officer
- ------------------------------ (principal executive officer)
Stephen P. Munn
/s/ Dennis J. Hall Executive Vice President, Treasurer and
- -------------------------------- Chief Financial Officer (principal financial
Dennis J. Hall officer)
/s/ James B. Pineau Vice President and Controller
- -------------------------------- (principal accounting officer)
James B. Pineau
/s/ Magalen O. Bryant /s/ Henry J. Forrest
- -------------------------------- -----------------------------------
Magalen O. Bryant, Director Henry J. Forrest, Director
/s/ Donald G. Calder /s/ David G. Thomas
- -------------------------------- -----------------------------------
Donald G. Calder, Director David G. Thomas, Director
/s/ Paul J. Choquette, Jr. /s/ Stephen P. Munn
- -------------------------------- -----------------------------------
Paul J. Choquette, Jr., Director Stephen P. Munn, Attorney-in-Fact
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description Page
5 Opinion of Counsel II-5
23.1 Consent of Independent Auditors II-6
23.2 Consent of Counsel (included
in Exhibit 5) II-5
24 Power of Attorney II-7
II-4
<PAGE>
Exhibit 5
November 30, 1994
The Board of Directors
Carlisle Companies Incorporated
250 South Clinton Street, Suite 201
Syracuse, NY 13202-1258
Dear Board of Directors:
I am Vice President and General Counsel of Carlisle Companies Incorporated,
a Delaware corporation (the "Company"), and am familiar with the shares of
capital stock, par value $1.00 per share, of the Company (the "Shares")
contributed and proposed to be contributed by the Company to the employee
benefit plans constituting the participating retirement plans of Carlisle
Corporation and its subsidiaries (the "Plans").
I have reviewed originals or copies certified or otherwise identified to my
satisfaction of such documents, corporate records and other instruments as I
have deemed necessary or appropriate to enable me to render the opinions set
forth below.
Based upon the foregoing, I am of the opinion that:
(1) The Company has been duly incorporated and is a validly existing
corporation under the laws of the State of Delaware; and
(2) The Shares contributed to the Plans have been duly authorized by
the Company and are validly issued, fully paid and nonassessable; and
(3) The Shares to be contributed to the Plans have been duly
authorized by the Company and, when so contributed, will be validly
issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as Exhibit (5) to the
Company's Registration Statement on Form S-3 relating to the Shares and to the
references to my name in the Registration Statement and the Prospectus forming a
part of the Registration Statement.
Very truly yours,
/s/ Scott C. Selbach
Scott C. Selbach
Vice President and
General Counsel
SCS/ald
II-5
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Carlisle Companies Incorporated:
We consent to the use of our reports incorporated herein by reference and to the
reference to our firm under the heading "Experts" in the Prospectus included
herein.
KPMG Peat Marwick LLP
/s/ KPMG Peat Marwick LLP
Syracuse, New York
November 28, 1994
II-6
<PAGE>
Exhibit 24
POWER OF ATTORNEY
We, the undersigned, directors of Carlisle Companies Incorporated hereby
appoint Stephen P. Munn and Dennis J. Hall or either of them, our true and
lawful attorneys and agents, to do any and all acts and things in our name and
on our behalf in our capacities indicated below, which said attorneys and
agents, or each of them may deem necessary or advisable to enable said
corporation to comply with the Securities Act of 1933, as amended, and any
rules, regulations and requirements of the Securities and Exchange Commission,
in connection with a Registration Statement on Form S-3 to be filed in
connection with the transfer of Company stock between the Company and the
Trustee of the Company's defined benefit plans, including, without limitation,
power and authority to sign for us, or any of us, in our names in the capacities
indicated below, any and all amendments (including post-effective amendments) to
such Registration Statement, and we hereby ratify and confirm all that said
attorneys and agents, or each of them, shall do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Power of Attorney has been signed below by the following persons as of
November 30, 1994.
/s/ Stephen P. Munn Director
- -----------------------------
Stephen P. Munn
/s/ Magalen O. Bryant Director
- -----------------------------
Magalen O. Bryant
/s/ Donald G. Calder Director
- -----------------------------
Donald G. Calder
/s/ Paul J. Choquette, Jr. Director
- -----------------------------
Paul J. Choquette, Jr.
/s/ Henry J. Forrest Director
- -----------------------------
Henry J. Forrest
/s/ George L. Ohrstrom Director
- -----------------------------
George L. Ohrstrom
/s/ Eriberto R. Scocimara Director
- -----------------------------
Eriberto R. Scocimara
/s/ David G. Thomas Director
- -----------------------------
David G. Thomas
/s/ Erskine N. White, Jr. Director
- -----------------------------
Erskine N. White, Jr.
scott\sec\form94.S-3
II-7
