UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_______________
FORM 8-A/A
AMENDMENT NO. 1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
CARLISLE COMPANIES INCORPORATED
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(Exact name of registrant specified in its charter)
Delaware 31-1168055
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(State of incorporation or organization) (I.R.S. Employer
Identification No.)
250 South Clinton Street
Suite 201
Syracuse, New York 13202
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to
Section 12(b) of the Act:
Name of each exchange on
Title of each class which each class is to be
to be so registered registered
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Preferred Stock Purchase Rights New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
Exhibit Index is on page 3
<PAGE>
Item 1. Description of Registrant's Securities to be Registered.
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On August 7, 1996, the Board of Directors of the registrant
approved Amendment No. 1 between the registrant and Harris Trust and
Savings Bank, as Rights Agent. Amendment No. 1 (i) extends the term of the
Rights until August 6, 2006, (ii) resets the Purchase Price of a Right and
a one-half Right, and (iii) effects certain technical changes to the Rights
Agreement.
A copy of Amendment No. 1 is attached hereto as Exhibits 1 and 2
and is incorporated herein by reference. The foregoing description of
Amendment No. 1 does not purport to be complete and is qualified in its
entirety by reference to Amendment No. 1. Capitalized terms used herein
and not otherwise defined have the meanings ascribed to them in the
Registration Statement on Form 8-A to which this amendment relates.
Item 2. Exhibits.
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Exhibit No. Description
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1,2 Amendment No. 1, dated as of August 7, 1996, to
the Rights Agreement, dated as of February 8,
1989, between Carlisle Companies Incorporated
and Harris Trust and Savings Bank, as Rights
Agent. Amendment No. 1 includes as Exhibit B
thereto amended and restated pages 1 and 2
to the Rights Certificate.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Act
of 1934, the registrant has duly caused this amendment to its registration
statement to be signed on its behalf by the undersigned, thereto duly
authorized.
CARLISLE COMPANIES INCORPORATED
By: /s/ Stephen P. Munn
-----------------------------------
Stephen P. Munn
Chairman and Chief Executive Officer
Date: August 9, 1996
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<PAGE>
EXHIBIT INDEX
Amendment No. 1 to Registration Statement
on Form 8-A
Exhibit No. Description Page
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1,2 Amendment No. 1, dated as of August
7, 1996, to the Rights Agreement,
dated as of February 8, 1989, between
Carlisle Companies Incorporated and
Harris Trust and Savings Bank, as
Rights Agent. Amendment No. 1 includes
as Exhibit B thereto amended and
restated pages 1 and 2 to the Rights
Certificate.
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Exhibit 1,2 to Registration
Statement on Form 8-A
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AMENDMENT NO. 1 TO RIGHTS AGREEMENT
-----------------------------------
AMENDMENT NO. 1, dated as of August 7, 1996, to the Rights
Agreement dated as of February 8, 1989 (the "Rights Agreement"), between
CARLISLE COMPANIES INCORPORATED, a Delaware corporation (the "Company") and
HARRIS TRUST AND SAVINGS BANK, as Rights Agent (the "Rights Agent").
WHEREAS, the Company's Common Stock split two-for-one on June 1,
1993 (the "Stock Split");
WHEREAS, following the Stock Split, pursuant to the Rights
Agreement the holder of each share of Common Stock is entitled to one-half
of a Preferred Stock Purchase Right (a "Right") entitling such holder to
purchase from the Company under certain conditions one two-thousandth of a
share of Preferred Stock at a Purchase Price of Eighty Dollars ($80);
WHEREAS, the Company desires, and hereby directs the Rights Agent, to
amend the Rights Agreement in accordance with Section 26 thereof to, among other
things, reset the Purchase Price in view of the market performance of the Common
Stock;
NOW, THEREFORE, in consideration of the premises and mutual
agreements set forth in the Rights Agreement and this Amendment No. 1, and
INTENDING TO BE LEGALLY BOUND HEREBY, the parties hereby agree as follows:
1. Amendments to Rights Agreement. The following Sections
------------------------------
of the Rights Agreement are hereby amended in the respects
hereinafter set forth:
(a) Section 1(g) is hereby amended by substituting
"Syracuse" for "Cincinnati" in the second and
fifth lines thereof.
(b) Section 1(o) is hereby amended by substituting
"August 6, 2006" for "March 3, 1999" in the second
line thereof.
(c) Section 7(b) is hereby amended and restated in its
entirety as follows:
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<PAGE>
"(b) The Purchaser Price for each one one-
thousandth of a share of Preferred Stock
pursuant to the exercise of a Right shall be
$420.00 (and, as adjusted pursuant to Section
11(p) hereof for the June 1, 1993 two-for-one
stock split of the Company's Common Stock,
the Purchase Price for each one two-
thousandth of a share of Preferred Stock
pursuant to the exercise of one-half of a
Right shall be $210.00), and shall be subject
to adjustment from time to time as provided
in Sections 11 and 13(a) hereof and shall be
payable in accordance with paragraph (c)
below."
(d) Section 25 is hereby amended by replacing the
Company's notification provision with the
following provision:
"Carlisle Companies Incorporated
250 South Clinton Street, Suite 201
Syracuse, New York 13202
Attention: Chairman and Chief Executive Officer"
2. Amendments to Rights Certificate. The first two pages
--------------------------------
of the form of Rights Certificate attached as Exhibit B to
the Rights Agreement are amended and restated in their
entirety as set forth in Annex 1 hereto.
3. References to Agreement. The term "Agreement" as used
-----------------------
in the Rights Agreement shall be deemed to refer to the
Rights Agreement as amended hereby.
4. Reaffirmation of Agreement. This Amendment No. 1 shall
--------------------------
be effective as of the date hereof and, except as set forth
herein, the Rights Agreement shall remain in full force and
effect and shall be otherwise unaffected hereby.
5. Definitions. Capitalized terms used in this Amendment
-----------
No. 1 that are not defined herein shall have the respective
meanings set forth in the Rights Agreement.
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<PAGE>
6. Execution and Counterparts. This Amendment No. 1 may
--------------------------
be executed in two or more counterparts, each of which shall
be deemed an original, but all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No.
1 to be duly executed and their respective corporate seals to be hereunto
affixed and attested, all as of the day and year first above written.
CARLISLE COMPANIES INCORPORATED
By: /s/ Stephen P. Munn
-----------------------------------
Name: Stephen P. Munn
Title: Chairman and Chief Executive Officer
ATTEST:
By: /s/ Steven J. Ford
-------------------------
Name: Steven J. Ford
Title: Secretary
HARRIS TRUST AND SAVINGS BANK
By: /s/ Donald Koslow
-----------------------------------
Name: Donald Koslow
Title: Vice President
ATTEST:
By: /s/ Carol McMahon
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Name: Carol McMahon
Title: Trust Officer
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<PAGE>
Exhibit B
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[Form of Rights Certificate]
Certificate No. R- _______________ Rights
NOT EXERCISABLE AFTER AUGUST 6, 2006 OR EARLIER IF REDEEMED BY THE COMPANY.
THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE COMPANY AT
[$.001] PER RIGHT ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. UNDER
CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR
AN ADVERSE PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) AND
ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID. IN
ADDITION, RIGHTS MAY NOT BE EXERCISED IF SUCH EXERCISE WOULD VIOLATE THE
RESTATED CERTIFICATE OF INCORPORATION OF CARLISLE COMPANIES INCORPORATED,
AS AMENDED AND IN EFFECT ON FEBRUARY 8, 1989, INCLUDING WITHOUT LIMITATION,
ARTICLE SEVENTH THEREOF. [THE RIGHTS REPRESENTED BY THIS RIGHTS
CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY A PERSON WHO WAS OR BECAME AN
ACQUIRING [ADVERSE] PERSON OR AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING
[ADVERSE] PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT).
ACCORDINGLY, THIS RIGHTS CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY MAY
BECOME NULL AND VOID IN THE CIRCUMSTANCES SPECIFIED IN SECTION 7(e) OF SUCH
AGREEMENT.]*
Rights Certificate
CARLISLE COMPANIES INCORPORATED
This certifies that ______________________, or registered assigns, is
the registered owner of the number of Rights set forth above, each of which
entitles the owner thereof, subject to the terms, provisions and conditions
of the Rights Agreement, dated as of February 8, 1989, as amended by
Amendment No. 1 thereto dated as of August 7, 1996 (as so amended, the
"Rights Agreement"), between Carlisle Companies Incorporated, a Delaware
corporation (the "Company"), and Harris Trust and Savings Bank, an Illinois
banking corporation (the "Rights Agent"), to purchase from the Company at
any time prior to 5:00 p.m. (Chicago, Illinois time) on August 6, 2006 at
the office or offices of the Rights Agent designated for such purpose, or
its successors as Rights Agent, one one-thousandth of a fully paid, non-
assessable share of Series A Preferred Stock (the "Preferred Stock") of the
Company, at a purchase price of $420.00 per one one-thousandth of a share
(the "Purchase Price"), upon presentation and surrender of this Rights
Certificate with the Form of Election to Purchase and related Certificate
duly executed.
________
* The portion of the legend in brackets shall be inserted only if
applicable, shall be modified to apply to an Acquiring Person or an
Adverse Person, as applicable, and shall replace the second preceding
sentence.
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<PAGE>
The Purchase Price may be paid in cash or by certified bank check or money
order payable to the order of the Company. The number of Rights evidenced
by this Rights Certificate (and the number of shares which may be purchased
upon exercise thereof) set forth above, and the Purchase Price per share
set forth above, are the number and Purchase Price as of August 7, 1996,
based on the Preferred Stock as constituted at such date.
Upon the occurrence of a Triggering Event (as such term is defined in
the Rights Agreement), if the Rights evidenced by this Rights Certificate
are beneficially owned by (i) an Acquiring Person, an Adverse Person or an
Affiliate or Associate of any such Person (as such terms are defined in the
Rights Agreement), (ii) a transferee of any such Acquiring Person, Adverse
Person, Associate or Affiliate, or (iii) under certain circumstances
specified in the Rights Agreement, a transferee of a person who, after such
transfer, became an Acquiring Person, an Adverse Person or an Affiliate or
Associate of any such Person, such Rights shall become null and void and no
holder hereof shall have any right with respect to such Rights from and
after the occurrence of such Section 11(a)(ii) Event.
As provided in the Rights Agreement, the Purchase Price and the number
and kind of shares of Preferred Stock or other securities, which may be
purchased upon the exercise of the Rights evidenced by this Rights
Certificate are subject to modification and adjustment upon the happening
of certain events, including Triggering Events (as such term is defined in
the Rights Agreement).
This Rights Certificate is subject to all of the terms, provisions and
conditions of the Rights Agreement, which terms, provisions and conditions
are hereby incorporated herein by reference and made a part hereof and to
which Rights Agreement reference is hereby made for a full description of
the rights, limitations of rights, obligations, duties and immunities
hereunder of the Rights Agent, the Company and the holders of the Rights
Certificates, which limitations of rights include the temporary suspension
of the exercisability of such Rights under the specific circumstances set
forth in the Rights Agreement. Copies of the Rights Agreement are on file
at the office of the Company, 250 South Clinton Street, Suite 201,
Syracuse, New York 13202 and are also available upon written request to
the Company, attention Secretary, at such address.
This Rights Certificate, with or without other Rights Certificates,
upon surrender at the principal office or offices of the Rights Agent
designated for such purpose, any be exchanged for another Rights
Certificate or Rights Certificates of like tenor and date evidencing
Rights entitling the holder to purchase a like aggregate number of one one-
thousandths of a share of Preferred Stock as the Rights evidenced by the
Rights Certificate or Rights Certificates surrendered shall have entitled
such holder to purchase. If this Rights Certificate shall be exercised in
part, the holder shall be entitled to receive upon surrender hereof another
Rights Certificate or Rights Certificates for the number of whole Rights
not exercised.
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