SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Filed Pursuant to Section 13 or 15(d) of
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): NOVEMBER 8, 1996
SYRATECH CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 1-12624 13-3354944
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification Number)
175 McClellan Highway
EAST BOSTON, MA 02128-9114
(Address of principal executive office)
Registrant's telephone number, including area code: (617) 561-2200
<PAGE>
Page 2
ITEM 5. OTHER EVENTS
On November 8, 1996, the Board of Directors of Registrant took
the following actions:
(a) Adopted a Second Amendment to the Rights Agreement, dated
October 26, 1992, between Registrant and State Street Bank and Trust
Company, as previously amended. The purpose and effect of the Second
Amendment, which was effective at 5:30 P.M. Eastern time on November 8,
1996, was to make changes in the manner of giving notice of redemption of
the preferred share purchase rights ("Rights") issued under the Rights
Agreement.
(b) Ordered the redemption, effective at 5:30 P.M. Eastern Time on
November 8, 1996 (the "Record Date"), of all rights outstanding under the
Rights Agreement and terminated the Rights Agreement as of such date and
time.
Following the Board's action, the officers of Registrant
determined, and issued a press release announcing, that: (a) payment of
the redemption price of one cent ($0.01) per Right (the "Redemption
Price") would be made on or before December 1, 1996 to beneficial holders
of 1,000 or more shares of the Registrant's Common Stock on the Record
Date; and (b) beneficial holders of fewer than 1,000 shares of Common
Stock on the Record Date could obtain payment of the Redemption Price of
their Rights by presenting proof of ownership of their shares on the
Record Date at the offices of the Registrant, 175 McClellan Highway, East
Boston, Massachusetts 02128-9114 on or after December 1, 1996; and (c)
holders who shall not have received payment of the Redemption Price prior
to the Effective Time of the proposed merger with THL Transaction I Corp.
that was publicly announced on
<PAGE>
Page 3
October 23, 1996 would, upon receipt of satisfactory proof of non-payment
of the Redemption Price of Rights held by them on the Record Date, have
the Redemption Price of their Rights added to the payment of the cash
price for their shares of Common Stock in the merger.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
* * *
(c) Exhibits
1. Amendment No. 2, dated as of November 8, 1996 to
Rights Agreement, dated as of October 26, 1992 between
Registrant and State Street Bank and Trust Company.
2. Press Release dated November 8, 1996.
<PAGE>
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 thereunto authorized.
SYRATECH CORPORATION
By /S/ FAYE A. FLORENCE
Faye A. Florence
Vice President
Date: November 12, 1996
<PAGE>
EXHIBIT INDEX
SYRATECH CORPORATION
Current Report on Form 8-K
Dated November 8, 1996
EXHIBIT NO. DESCRIPTION PAGE
1. Amendment No. 2, dated as of November 8, 1996 to
Rights Agreement, dated as of October 26, 1992
between Registrant and State Street Bank and Trust
Company.
2. Press release dated November 8, 1996.
EXHIBIT 1
Amendment No. 2, dated as of November 8, 1996 to Rights
Agreement, dated as of October 26, 1992 (the "Agreement") between
SYRATECH CORPORATION, a Delaware corporation (the "Company"), and STATE
STREET BANK AND TRUST COMPANY, a Massachusetts corporation (the "Rights
Agent").
The Company and the Rights Agent have approved the within
amendments to the Agreement. Accordingly, in consideration of the
premises and the mutual agreements herein set forth, the parties hereby
agree as follows:
FIRST: Section 23 of the Agreement is hereby amended by
deleting the third, fourth and fifth sentences thereof (i.e., the final
three sentences) of paragraph (b) of Section 23 of the Agreement.
SECOND: Section 23 of the Agreement is hereby further amended
by adding thereto new paragraphs (c) and (d), reading as follows:
(c) Within ten (10) days after action by the Board ordering
redemption of the Rights, the Company shall give notice of such
redemption to the holders of the then outstanding Rights in one of
the following ways: (i) by mailing such notice to all such holders
at their last addresses as they appear upon the registry books of
the Rights Agent or, prior to the Separation Date, on the registry
books of the Transfer Agent for the Common Shares; or (ii) by
issuing (in the manner provided by Section 202.06 of the New York
Stock Exchange, Inc. Listed Company Manual) a press release
announcing such redemption and by causing the substance of such
announcement and a copy of the press release to be included in, and
filed by the Company as part of, a
<PAGE>
Form 8-K Current Report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934.
(d) Any notice that is mailed in the manner provided in
paragraph (b) of this Section 23 shall be deemed given, whether or
not the holder receives the notice. Any notice that is given by
issuing a press release announcing the redemption and by causing the
substance and text thereof to be included in a Current Report on
Form 8-K as provided in paragraph (b) of this Section 23 shall be
deemed given, whether or not the substance of the press release is
published in any newspaper, and whether or not the holder of Rights
is apprised of or sees such press release or a report thereof or
such Current Report on Form 8-K. Each notice of redemption given in
the manner provided in paragraph (c) of this Section 23 shall state
the method by which the payment of the Redemption Price will be
made.
THIRD: The amendments to the Agreement effected by this
Amendment No. 2 shall take effect at 5:00 P.M. Eastern Standard Time, on
November 8, 1996.
FOURTH: Except as set forth above, the provisions of the
Agreement shall be unchanged and shall remain in full force and effect.
FIFTH: This Amendment No. 2 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 Amendment No. 2.
SIXTH: A facsimile-transmitted copy of a counterpart of this
Amendment No. 2, which has been manually executed by or on behalf of the
party
<PAGE>
transmitting it, shall be deemed effective and the equivalent of
delivery of such manually executed counterpart.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment No. 2 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.
SYRATECH CORPORATION
By /S/ LEONARD FLORENCE
Leonard Florence
Chairman, President and
Chief Executive Officer
STATE STREET BANK AND TRUST COMPANY
By /S/ GORDON STEVENSON
EXHIBIT 2
PRESS RELEASE
East Boston, Massachusetts, November 8, 1996 -- Syratech
Corporation (NYSE: SYR) announced this evening that its Board of
Directors had ordered the redemption, effective at 5:30 P.M. Eastern Time
on November 8, 1996 (the "Record Date"), of all Rights outstanding under
the Corporation's Rights Agreement dated as of October 26, 1992, as
amended, and had terminated the Rights Agreement as at the Record Date.
Payment of the redemption price of one cent ($0.01) per Right
(the "Redemption Price") will be made on or before December 1, 1996 to
beneficial holders of 1,000 or more shares of the Corporation's Common
Stock on the Record Date. Beneficial Holders of fewer than 1,000 shares
of Common Stock on the Record Date can obtain payment of the Redemption
Price of their Rights by presenting proof of ownership of their shares on
the Record Date at the offices of the Corporation, 175 McClellan Highway,
East Boston, Massachusetts 02128-9114 on or after December 1, 1996.
Holders who have not received payment of the Redemption Price prior to
the Effective Time of the proposed merger with THL Transaction I Corp.
that was announced on October 23, 1996 will, upon receipt of satisfactory
proof of non-payment of the Redemption Price of Rights held by them on
the Record Date, have the Redemption Price of their Rights added to the
payment of the cash price for their shares of Common Stock in the merger.
<PAGE>
In announcing the redemption of the Rights, Syratech also
announced that it had amended its Rights Agreement effective at 5:00 P.M.
Eastern Time on November 8, 1996 to effect changes in the manner of
giving notice of redemption pursuant to Section 23 of the Rights
Agreement.
Contact: E. Merle Randolph
Vice President and CFO
Syratech Corporation
(617) 561-2200
