UNITED STATES
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
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Date of Report: February 28, 1996
Wellman, Inc.
(Exact name of registrant as specified in its charter)
Delaware 0-15899 04-1671740
(State or other jurisdiction (Commission File (I.R.S.Employer
of organization) Number) Identification No.)
1040 Broad Street
Shrewsbury, NJ 07702 (908) 542-7300
(Address of principal (Zip code) (Registrant's telephone
executive offices) number, including area code)
At a regular meeting of the Board of Directors of Wellman, Inc. (the
"Company") held on February 20, 1996, the Board of Directors amended the Rights
Agreement, dated as of August 6, 1991, between the Company and First Chicago
Trust Company of New York, as amended February 16, 1993 to name Continental
Stock Transfer & Trust Company of New Jersey as Rights Agent (the "Rights
Agreement"). The amendment provides for modifications of the definitions of
Acquiring Person and Distribution Date to raise from 15% to 20% the percentage
of stock ownership needed to cause a Distribution Date to occur (as such
capitalized terms are defined in the Rights Agreement).
The foregoing description of the amendment to the Rights Agreement is
qualified in its entirety by reference to the full text of the amendment, which
is attached hereto as Exhibit 4.1.
EXHIBIT INDEX
Exhibit No. Description
4.1 Amendment No. 2 to Rights Agreement, effective as of February 26,
between Wellman, 1996 Inc. and Continental Stock Transfer & Trust
Company of New Jersey, as Rights Agent.
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.
WELLMAN, INC.
/s/ Keith R. Philips
By: Keith R. Philips
Chief Financial Officer
Date: February 28, 1996
<PAGE>
Amendment No. 2 to Rights Agreement
Amendment, dated as of February 26, 1996, to the Rights Agreement,
dated as of August 6, 1991, as amended February 16, 1993 (the "Rights
Agreement"), between Wellman, Inc., a Delaware corporation (the "Company"), and
Continental Stock Transfer & Trust Company of New Jersey, a New York corporation
(the "Rights Agent").
Pursuant to Section 27 of the Rights Agreement, the Company and the
Rights Agent may from time to time supplement or amend the Rights Agreement in
accordance with the provisions of Section 27 thereof. All acts and things
necessary to make this Amendment a valid agreement, enforceable according to its
terms, have been done and performed, and the execution and delivery of this
Amendment by the Company and the Rights Agent have been in all respects duly
authorized by the Company and the Rights Agent.
In consideration of the foregoing and the mutual agreements set forth
herein, the parties hereto agree as follows:
I The definition of "Acquiring Person" in Section 1(b) of the
Rights Agreement is hereby amended by replacing the amount
"15%" in each place where it appears with the amount "20%".
II Section 3(a) of the Rights Agreement is hereby amended by
replacing the amount "15%" where it appears with the amount
"20%".
III This Amendment shall be governed by and construed in
accordance with the laws of the State of Delaware and for all
purposes shall be governed by and construed in accordance
with the laws of such State applicable to contracts made and
to be performed entirely within such State.
IV This Amendment may be executed in any number of counterparts,
each of which shall for all purposes be deemed to be an
original, and all such counterparts shall together constitute
one and the same instrument.
V Terms not defined herein shall, unless the context otherwise
requires, have the meanings assigned to such terms in the
Rights Agreement.
VI In all respects not inconsistent with the terms and
provisions of this Amendment, the Rights Agreement is hereby
ratified, adopted, approved and confirmed. In executing and
delivering this Amendment, the Rights Agent shall be entitled
to all the privileges and immunities afforded to the Rights
Agent under the terms and conditions of the Rights Agreement.
VII If any term, provision, covenant or restriction on this
Amendment is held by a court of competent jurisdiction or
other authority to be invalid, void or unenforceable, the
remainder of the terms, provisions, covenants and
restrictions of this Amendment, and of the Rights Agreement,
shall remain in full force and effect and shall in no way be
affected, impaired or invalidated.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and attested, all as of the date and year first above written.
WELLMAN, INC.
/s/ Keith R. Philips
By: Keith R. Philips
Chief Financial Officer
CONTINENTAL STOCK & TRANSFER TRUST
COMPANY OF NEW JERSEY
/s/ William F. Seegraber
By: William F. Seegraber
Vice President
