SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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
HARNISCHFEGER INDUSTRIES, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 39-1566457
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State of Incorporation (IRS Employer
or Organization) Identification No.)
13400 Bishops Lane, Brookfield, Wisconsin 53005
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(Address of principal executive offices) (zip code)
Securities to be registered pursuant to Section 12(b) of
the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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Preferred Stock New York Stock Exchange
Purchase Rights Pacific Stock Exchange
Securities to be registered pursuant to Section 12(g) of
the Act:
None
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(Title of Class)
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The undersigned registrant hereby amends Items
1 and 2 of its Registration Statement on form 8-A dated
February 9, 1989, as set forth herein.
Item 1. Amended and Restated Description of
Registrant's Securities to be Registered.
On February 6, 1989, the Board of Directors of
Harnischfeger Industries, Inc., a Delaware corporation (the
"Company"), declared a dividend of one preferred share
purchase right (a "Right") for each share of Common Stock,
$1.00 par value, of the Company (the "Common Stock"). The
dividend was payable on February 17, 1989 (the "Record
Date") to stockholders of record at the close of business
on the Record Date, and with respect to all shares of
Common Stock that become outstanding after the Record Date
and prior to the earliest of the Distribution Date (as
defined below), the redemption of the Rights and the
expiration of the Rights. Except as set forth below and
subject to adjustment as provided in the Rights Agreement
(as defined below), each Right entitles the registered
holder to purchase from the Company one one-thousandth of a
share of the Corporation's Preferred Stock, Series D,
without par value (the "Preferred Stock"), at an exercise
price of $75.00 per share (the "Purchase Price"). The
description and terms of the Rights are set forth in a
Rights Agreement dated as of February 8, 1989, as amended
as of October 9, 1995 (the "Rights Agreement"), between the
Company and The First National Bank of Boston, as Rights
Agent (the "Rights Agent").
The Rights will be evidenced by Common Stock
certificates and not by separate certificates until the
close of business on the earlier of (i) the tenth day after
the public disclosure that a person or group (an "Acquiring
Person"), together with persons affiliated or associated
with it, has acquired, or obtained the right to acquire,
beneficial ownership of 20% or more of the outstanding
Common Stock (the "Stock Acquisition Date") and (ii) the
tenth business day (or such later date as may be determined
by action of the Board of Directors prior to such time as
any person becomes an Acquiring Person) after the first
date of the commencement of, or first public disclosure of
an intention to commence, a tender offer or exchange offer
for securities of the Company by a person other than the
Company and certain related entities if, upon consummation
thereof, such person or group, together with persons
affiliated or associated with it, could acquire beneficial
ownership of 20% or more of the outstanding Common Stock
(the earlier of such dates being called the "Distribution
Date"). Until the Distribution Date (or earlier redemption
or expiration of the Rights), the Rights will be
transferable with
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and only with the Common Stock (except in connection with
redemption of the Rights). Until the Distribution Date (or
earlier redemption or expiration of the Rights), new Common
Stock certificates issued after the Record Date upon
transfer, replacement or new issuance of Common Stock 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 Stock will also
constitute the transfer of the Rights associated with the
Common Stock represented by such certificates.
As soon as practicable following the
Distribution Date, separate certificates evidencing the
Rights ("Rights Certificates") will be mailed to holders of
record of the Common Stock as of the close of business on
the Distribution Date. From and after the Distribution
Date, such separate Rights Certificates alone will evidence
the rights.
The Rights will first become exercisable on the
Distribution Date (unless sooner redeemed). The Rights
will expire at the close of business on February 17, 1999
(the "Expiration Date"), unless earlier redeemed by the
Company as described below.
The Purchase Price and the number of shares of
Preferred Stock or other securities, cash or other 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 or distribution on, or a
subdivision, combination or reclassification of, the
Preferred Stock, (ii) upon the grant to holders of the
Preferred Stock of certain rights, options, or warrants to
subscribe for Preferred Stock or securities convertible
into Preferred Stock at less than the current market price
of the Preferred Stock, or (iii) upon the distribution to
holders of the Preferred Stock of other securities, cash
(excluding regular periodic cash dividends at an annual
rate not in excess of 125% of the annualized rate of cash
dividends paid during the then preceding fiscal year),
property, evidences of indebtedness, or assets.
In the event that, following the Distribution
Date, the Company is acquired in a merger or other business
combination in which the Common Stock does not remain
outstanding or is changed or 50% or more of its
consolidated assets or earning power is sold, leased,
exchanged, mortgaged, pledged or otherwise transferred or
disposed of (in one transaction or a series of related
transactions) the Rights will "flip-over" and entitle each
holder of a Right to purchase, upon the exercise of the
Right at the then-current Purchase Price,
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that number of shares of common stock of the acquiring
company (or, in certain circumstances, one of its
affiliates) which at the time of such transaction would
have a market value of two times such Purchase Price.
In the event that any person becomes an
Acquiring Person (a "Triggering Event"), the Rights will
"flip-in" and entitle each holder of a Right, except as
provided below, to purchase, upon exercise at the
then-current Purchase Price, that number of shares of
Common Stock having a market value of two times such
Purchase Price.
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. Holders will have no right to receive
fractional shares of Preferred Stock (other than fractions
which are integral multiples of one one-thousandth of a
share of Preferred Stock) upon the exercise of Rights. In
lieu of such fractional shares, an adjustment in cash may
be made based on the market price of the Preferred Stock on
the last trading date prior to the date of exercise, or the
Company may issue scrip, warrants or depositary receipts.
If the Board of Directors determines in good
faith that a person who would otherwise be an Acquiring
Person has become such inadvertently, and such person
divests as promptly as practicable a sufficient number of
shares of Common Stock so that such person would no longer
by an Acquiring Person, then such person shall not be
deemed an Acquiring Person.
Any Rights beneficially owned at any time on or
after the earlier of the Distribution Date and the Stock
Acquisition Date by an Acquiring Person or an affiliate or
associate of an Acquiring Person (whether or not such
ownership is subsequently transferred) will become null and
void upon the occurrence of a Triggering Event, and any
holder of such Rights will have no right to exercise such
Rights.
At any time prior to the earlier of (i) such
time as any person becomes an Acquiring Person, (ii) the
effective time of a business combination with the Company
that follows a Stock Acquisition Date and (iii) the
Expiration Date, the Company may redeem the Rights in
whole, but not in part, at a price of $.02 per Right.
Immediately upon the action of the Company's Board of
Directors electing to redeem the Rights, the right to
exercise the Rights will terminate and the only right of
the holders of Rights thereafter will be to receive the
applicable redemption price.
Until a Right is exercised, the holder thereof,
as such, will have no rights as a stockholder of the
Company (other than with respect to stock of the Company
owned by such holder),
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including, without limitation, the right to vote or to
receive dividends or distributions.
At any time prior to the Distribution Date, the
Company may, without the approval of any holder of the
Rights, supplement or amend any provision of the Rights
Agreement (including the date on which the Distribution
Date will occur). Thereafter, the Rights Agreement may be
amended only to cure ambiguities, to correct inconsistent
provisions, or in ways that do not adversely affect the
Rights holders. The Rights Agreement may not be amended to
change the Purchase Price, the number of shares of
Preferred Stock, other securities, cash or other property
obtainable upon exercise of a Right, the redemption price
or the Expiration Date.
Each share of Preferred Stock will be entitled
to a minimum preferential quarterly dividend payment of $50
per share but will be entitled to an aggregate dividend of
1000 times the dividend declared per share of Common Stock.
In the event of liquidation, the holders of the Preferred
Stock will be entitled to a minimum preferential
liquidation payment of $1000 per share but will be entitled
to an aggregate payment of 1000 times the payment made per
share of Common Stock. Each share of Preferred Stock will
have one vote, voting together with the Common Stock. In
the event of any merger, consolidation or other transaction
in which Common Stock is exchanged, each share of Preferred
Stock will be entitled to received 1000 times the amount
received per share of Common Stock. These rights are
protected by customary antidilution provisions.
The Rights have certain anti-takeover effects.
The rights may cause substantial dilution to a person or
group that attempts to acquire the Company on terms not
approved by the Company's Board of Directors, except
pursuant to an offer conditioned on a substantial number of
Rights being acquired. The Rights should not interfere
with any merger or other business combination approved by
the Board of Directors prior to a person becoming an
Acquiring Person or the effective time of such merger or
other business combination, because until any such time the
Rights may be redeemed by the Company at $.02 per Right.
Copies of the Rights Agreement and the
Amendment thereto are available free of charge from the
Company. This summary description of the Rights does not
purport to be complete and is qualified in its entirety by
reference to the Rights Agreement and the Amendment
thereto, which are Exhibits hereto and incorporated herein
by this reference.
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Item 2. Exhibits.
1. Rights Agreement dated as of February 8,
1989, between Harnischfeger Industries,
Inc. and The First National Bank of
Boston, as Rights Agent (Incorporated by
reference to Exhibit 1 of the
registrant's Registration Statement on
Form 8-A dated February 9, 1989).
2. Amendment, dated as of October 9, 1995,
to the Rights Agreement, dated as of
February 8, 1989, between Harnischfeger
Industries, Inc. and The First National
Bank of Boston, as Rights Agent
(Incorporated by reference to Exhibit 4
of the registrant's Current Report on
Form 8-K dated October 11, 1995).
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SIGNATURE
Pursuant to the requirements of Section 12 of
the Securities Exchange Act of 1934, the registrant has
duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized.
Dated: October 11, 1995
HARNISCHFEGER INDUSTRIES, INC.
By:/s/Eric B. Fonstad
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EXHIBIT INDEX
Exhibit
No.
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1. Rights Agreement dated as of February 8, 1989,
between Harnischfeger Industries, Inc. and The First
National Bank of Boston, as Rights Agent
(Incorporated by reference to Exhibit 1 of the
registrant's Registration Statement on Form 8-A dated
February 9, 1989).
2. Amendment, dated as of October 9, 1995, to the Rights
Agreement, dated as of February 8, 1989, between
Harnischfeger Industries, Inc. and The First National
Bank of Boston, as Rights Agent (Incorporated by
reference to Exhibit 4 of the registrant's Current
Report on Form 8-K dated October 11, 1995).
