SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
March 19, 1998
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(Date of Report)
WTD INDUSTRIES, INC.
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(Exact Name of Registrant as Specified in Charter)
Oregon 0-16158 93-0832150
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(State or Other Jurisdiction (Commission File No.) (IRS Employer
of Incorporation) Identification No.)
Suite 900, 10260 S.W. Greenburg Road, Portland, OR 97223
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(Address of principal executive offices) (Zip Code)
(503) 246-3440
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(Registrant's telephone number, including area code)
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Item 5. Other Events
On March 4, 1998, the Board of Directors of WTD Industries, Inc. (the
"Company") declared a distribution of one preferred share purchase right (a
"Right") for each outstanding share of common stock, no par value per share (the
"Common Shares"), of the Company. The distribution is payable on March 4, 1998
(the "Record Date") to the shareholders of record on that date. Each Right
entitles the registered holder to purchase from the Company one one-hundredth of
a share of Series C Junior Participating Preferred Stock, no par value per share
(the "Preferred Shares"), of the Company at a price of $7.50 per one
one-hundredth of a Preferred Share (the "Purchase Price"), subject to
adjustment. The description and terms of the Rights are set forth in an Amended
and Restated Rights Agreement (the "Rights Agreement") between the Company and
ChaseMellon Shareholder Services, as Rights Agent (the "Rights Agent").
Until the earlier to occur of (i) 10 days following a public announcement
that a person or group of affiliated or associated persons, who or which as of
the date of the Rights Agreement did not beneficially own 15% or more of the
then outstanding Common Shares (a "Person"), has acquired beneficial ownership
of 15% or more of the outstanding Common Shares or a person or group of
affiliated or associated persons, who or which as of the date of the Rights
Agreement did beneficially own 15% or more of the then outstanding Common Shares
(an "Excepted Person"), has acquired beneficial ownership of 31% or more of the
outstanding Common Shares (in each such case, an "Acquiring Person"), and (ii)
10 business days (or such later date as may be determined by action of the Board
of Directors prior to such time as any person or group of affiliated persons
becomes an Acquiring Person) following the commencement of, or announcement of
an intention to make, a tender offer or exchange offer the consummation of which
would result in the beneficial ownership by a Person of 15% or more of the
outstanding Common Shares or by an Excepted Person of 31% or more of the
outstanding Common Shares (the earlier of such dates being called the
"Distribution Date"), the Rights will be evidenced, with respect to any of the
Common Share certificates outstanding as of the Record Date, by such Common
Share certificate with a copy of this Summary of Rights attached thereto.
Until the Distribution Date (or earlier redemption or expiration of the
Rights), the Rights will be transferred with and only with the Common Shares.
Until the Distribution Date (or earlier redemption or expiration of the Rights),
new Common Share certificates issued after the Record Date upon transfer or new
issuance of Common Shares will contain a notation incorporating the Rights
Agreement by reference. Until the Distribution Date (or earlier redemption or
expiration of the Rights), the surrender for transfer of any certificates for
Common Shares outstanding
Form 8-K - WTD INDUSTRIES, INC.
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as of the Record Date, even without such notation or a copy of the Summary of
Rights being attached thereto, will also constitute the transfer of the Rights
associated with the Common Shares represented by such certificate. As soon as
practicable following the Distribution Date, separate certificates evidencing
the Rights ("Right Certificates") will be mailed to holders of record of the
Common Shares as of the close of business on the Distribution Date and such
separate Right Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date. The Rights
will expire on March 4, 2008 (the "Final Expiration Date"), unless the Final
Expiration Date is extended or unless the Rights are earlier redeemed or
exchanged by the Company, in each case, as described below.
The Purchase Price payable, and the number of Preferred 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 Preferred
Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights
or warrants to subscribe for or purchase Preferred Shares at a price, or
securities convertible into Preferred Shares with a conversion price, less than
the then-current market price of the Preferred Shares or (iii) upon the
distribution to holders of the Preferred Shares of evidences of indebtedness or
assets (excluding regular periodic cash dividends paid out of earnings or
retained earnings or dividends payable in Preferred Shares) or of subscription
rights or warrants (other than those referred to above).
The number of outstanding Rights and the number of one one-hundredths of
a Preferred Share issuable upon exercise of each Right are also subject to
adjustment in the event of a stock split of the Common Shares or a stock
dividend on the Common Shares payable in Common Shares or subdivisions,
consolidations or combinations of the Common Shares occurring, in any such case,
prior to the Distribution Date.
Preferred Shares purchasable upon exercise of the Rights will not be
redeemable. Each Preferred Share will be entitled to an aggregate dividend of
100 times the dividend declared per Common Share. In the event of liquidation,
the holders of the Preferred Shares will be entitled to a minimum preferential
liquidation payment of $100 per share but will be entitled to an aggregate
payment of 100 times the payment made per Common Share. Each Preferred Share
will have 100 votes, voting together with the Common Shares. Finally, in the
event of any merger, consolidation or other transaction in which Common Shares
are exchanged, each Preferred Share will be entitled to receive 100 times the
amount received per Common Share. These rights are protected by customary
antidilution provisions.
Form 8-K - WTD INDUSTRIES, INC.
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Because of the nature of the Preferred Shares' dividend, liquidation and
voting rights, the value of the one one-hundredth interest in a Preferred Share
purchasable upon exercise of each Right should approximate the value of one
Common Share.
If the Company is acquired in a merger or other business combination
transaction or 50% or more of its consolidated assets or earning power are sold
after a person or group has become an Acquiring Person, proper provision will be
made so that each holder of a Right will thereafter have the right to receive,
upon the exercise thereof at the then current exercise price of the Right, that
number of shares of common stock of the acquiring company which at the time of
such transaction will have a market value of two times the exercise price of the
Right. If any person or group of affiliated or associated persons becomes an
Acquiring Person, proper provision shall be made so that each holder of a Right,
other than Rights beneficially owned by the Acquiring Person (which will
thereafter be void), will thereafter have the right to receive upon exercise
that number of Common Shares having a market value of two times the exercise
price of the Right.
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional Preferred Shares will be issued (other than
fractions which are integral multiples of one one-hundredth of a Preferred
Share, which may, at the election of the Company, be evidenced by depositary
receipts) and in lieu thereof, an adjustment in cash will be made based on the
market price of the Preferred Shares on the last trading day prior to the date
of exercise.
At any time after any person or group becomes an Acquiring Person and
prior to the acquisition by such person or group of 50% or more of the
outstanding Common Shares, the Board of Directors of the Company may exchange
the Rights (other than Rights owned by such person or group which will have
become void), in whole or in part, at an exchange ratio of one Common Share, or
one one-hundredth of a Preferred Share, per Right (subject to adjustment).
At any time prior to the acquisition by a Person of 15% or more of the
outstanding Common Shares or by an Excepted Person of 31% or more of the
outstanding Common Shares, the Board of Directors of the Company may redeem the
Rights in whole, but not in part, at a price of $.01 per Right (the "Redemption
Price"). The redemption of the Rights may be made effective at such time on such
basis with such conditions as the Board of Directors in its sole discretion may
establish. Immediately upon any redemption of the Rights, the right to exercise
the Rights will terminate and the only right of the holders of Rights will be to
receive the Redemption Price.
Form 8-K - WTD INDUSTRIES, INC.
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The terms of the Rights may be amended by the Board of Directors of the
Company without the consent of the holders of the Rights, including an amendment
to lower certain thresholds described above to not less than the greater of (i)
the sum of .001% and the largest percentage of the outstanding Common Shares
then known to the Company to be beneficially owned by any person or group of
affiliated or associated persons and (ii) 10%, except that from and after such
time as any person or group of affiliated or associated persons becomes an
Acquiring Person no such amendment may adversely affect the interests of the
holders of the Rights.
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.
Form 8-K - WTD INDUSTRIES, INC.
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Exhibits
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4.1 Amended and Restated Rights Agreement, dates as of March 4, 1998,
between WTD Industries, Inc. and ChaseMellon Shareholder Services,
incorporated herein by reference to Exhibit 2.1 to the Company's
Registration Statement on Form 8-A, dated March 19, 1998.
99.1 Press release issued March 5, 1998.
Form 8-K - WTD INDUSTRIES, INC.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
WTD INDUSTRIES, INC.
Dated: March 18, 1998 By /s/ Robert J. Riecke
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Name: Robert J. Riecke
Title: Vice President--Administration
and Secretary
Form 8-K - WTD INDUSTRIES, INC.
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EXHIBIT INDEX
Exhibit Number Description Page
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4.1 Amended and Restated Rights Agreement, dated as of
March 4, 1998, between WTD Industries, Inc. and
ChaseMellon Shareholder Services, incorporated herein
by reference to Exhibit 2.1 to the Company's
Registration Statement on Form 8-A, dated March 19,
1998.
99.1 Press release issued March 5, 1998.
Form 8-K - WTD INDUSTRIES, INC.
[WTD PRESS RELEASE]
FOR IMMEDIATE RELEASE
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WTD INDUSTRIES, INC. ADOPTS SHAREHOLDER RIGHTS PLAN
Portland, Oregon, March 5, 1998 -- The Board of Directors of WTD
Industries, Inc. (Nasdaq/NM:WTDI) has adopted a Shareholder Rights Plan and has
declared a distribution of one Preferred Share Purchase Right on each
outstanding share of common stock pursuant to the Plan.
Bruce L. Engel, a Director and President of WTD Industries, Inc., stated:
"The Rights are designed to assure that all of WTD's stockholders receive fair
and equal treatment in the event of any proposed takeover of the Company and to
guard against partial tender offers, squeeze-outs, open market accumulations and
other abusive tactics to gain control of WTD without paying all stockholders a
control premium."
The Rights will be exercisable only if a person or group acquires 15% or
more of WTD's common stock, or, with respect to a person or group which as of
March 4, 1998 already owned 15% or more of WTD's then outstanding common stock,
such person or group acquires 31% or more of WTD's common stock. The Rights are
also exercisable if either such person or group announces a tender offer the
consummation of which would result in ownership by a person or group of 15%/31%
or more of the common stock. The Company currently has one shareholder,
--MORE--
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Quinault Corporation, that owns approximately 30% of the Company's common stock.
Each Right will entitle stockholders to buy one one-hundredth of a share of a
new series of junior participating preferred stock at an exercise price of
$7.50.
If WTD is acquired in a merger or other business combination transaction
after a person has acquired 15%/31% or more of the Company's outstanding common
stock, each Right will entitle its holder to purchase, at the Right's
then-current exercise price, a number of the acquiring company's common shares
having a market value of twice such price. In addition, if a person or group
acquires 15%/31% or more of WTD's outstanding common stock, each Right will
entitle its holder (other than such person or member of such group) to purchase,
at the Right's then-current exercise price, a number of WTD's common shares
having a market value of twice such price.
Following the acquisition by a person or group of beneficial ownership of
15%/31% or more of the Company's common stock and prior to an acquisition of 50%
or more of the common stock, the Board of Directors may exchange the Rights
(other than Rights owned by such person or group), in whole or in part, at an
exchange ratio of one share of common stock (or one one-hundredth of a share of
the new series of junior participating preferred stock) per Right.
Prior to the acquisition by a person or group of beneficial
ownership of 15%/31% or more of the Company's common stock, the Rights
are redeemable for one cent per Right at the option of the Board of
Directors.
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The Board of Directors is also authorized to reduce the 15%/31%
thresholds referred to above to not less than 10%.
The Rights are intended to enable all WTD stockholders to realize the
long-term value of their investment in the Company. They will not prevent a
takeover, but should encourage anyone seeking to acquire the Company to
negotiate with the Board prior to attempting a takeover.
The distribution was declared by the Company's Board of Directors on
March 4, 1998, and attaches to common stock outstanding on that date. The Rights
will expire on March 4, 2008. The Rights distribution is not taxable to
stockholders.
WTD Industries, Inc. operates facilities in Oregon, Washington and
Vermont, producing softwood and hardwood lumber products. WTD's lumber is
marketed domestically and internationally under the TreeSource brand name.
WTD Industries, Inc. can be seen at its web site http://www.wtdi.com and
TreeSource, Inc. can be seen at http://www.treesource.com. For more information
contact Robert J. Riecke or Carol Nelson via telephone (503) 246-3440, facsimile
(503) 245-4229 or e-mail [email protected].
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