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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
-----------------------
Date of Report: MAY 12, 1994
------------
Date of earliest
event reported: MAY 10, 1994
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BW/IP, INC.
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(Exact name of registrant as specified in its charter)
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<S> <C> <C>
DELAWARE 0-19162 33-0270574
- - --------------- ------------ -------------------
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
</TABLE>
200 OCEANGATE BOULEVARD, SUITE 900, LONG BEACH, CA 90802
- - -------------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (310) 435-3700
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BWIP HOLDING, INC.
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(Former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS.
On May 10, 1994, the stockholders of the Registrant approved
amendments to the Registrant's Second Restated Certificate of Incorporation to
(a) change the corporate name of the Registrant from "BWIP Holding, Inc." to
"BW/IP, Inc." (the "Name Change") and (b) effect a recapitalization (the
"Recapitalization") of the Registrant whereby the Registrant's two-class common
stock structure was converted into a one-class common stock structure such that
(i) the Registrant's Class B Common Stock, par value $.01 per share, was
eliminated, (ii) the Registrant's Class A Common Stock, par value $.01 per
share, was redesignated simply "Common Stock" (the "Common Stock") and (iii)
the authorized capital stock of the Registrant was reduced from 90,000,000
shares of all classes of stock to 50,000,000 shares of all classes of stock.
The Name Change and Recapitalization became effective on May 11, 1994 upon the
filing of the Registrant's Third Restated Certificate of Incorporation with the
Secretary of State of the State of Delaware.
The Common Stock is identical to the Class A Common Stock
except that it is no longer exchangeable at the option of the holder thereof
for Class B Common Stock (due to the elimination of the Class B Common Stock in
connection with the Recapitalization). In all other respects, the Common Stock
continues to have the same par value, preferences, rights, powers and
qualifications as the Class A Common Stock, including one vote for each share
of Common Stock held by a stockholder. The Common Stock continues to be quoted
through the NASDAQ National Market System under the Class A Common Stock's
symbol "BWIP".
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits:
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<S> <C>
3 Form of Third Restated Certificate of
Incorporation of the Registrant, as filed with
the Secretary of State of the State of Delaware.
20 Form of letter, dated May 11, 1994, from the
Registrant to its stockholders.
99 Form of Press Release, dated May 11, 1994.
</TABLE>
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SIGNATURES
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.
BW/IP, INC.
------------------------------------
(Registrant)
By /s/ John D. Hannesson
---------------------------------
John D. Hannesson
Vice President, General
Counsel and Secretary
DATE: May 12, 1994
2
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EXHIBIT INDEX
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<CAPTION>
Sequential
Exhibit No. Description Page No.
- - ----------- ----------- ----------
<S> <C>
3 Form of Third Restated Certificate of Incorporation of
the Registrant, as filed with the Secretary of State
of the State of Delaware.
20 Form of letter, dated May 11, 1994, from the Registrant
to its stockholders.
99 Form of Press Release, dated May 11, 1994.
</TABLE>
<PAGE> 1
EXHIBIT 3
THIRD RESTATED
CERTIFICATE OF INCORPORATION
OF
BWIP HOLDING, INC.
1. The name of the Corporation is BWIP HOLDING, INC.
The dates of filing of the Corporation's original Certificate of
Incorporation, the Corporation's Restated Certificate of Incorporation and the
Corporation's Second Restated Certificate of Incorporation with the Secretary
of State of the State of Delaware were March 12, 1987, April 27, 1987 and May
17, 1991, respectively.
2. The name of the Corporation was changed to BWIP ACQUISITION
CORPORATION on March 20, 1987 and then changed to BWIP HOLDING, INC. on April
27, 1987.
3. This Third Restated Certificate of Incorporation restates,
integrates and further amends the provisions of the Second Restated Certificate
of Incorporation of the Corporation by changing the name of the corporation to
"BW/IP, INC." and the authorized capital stock of the Corporation.
4. The text of the Third Restated Certificate of Incorporation as
amended or supplemented heretofore is further amended hereby to read as herein
set forth in full:
FIRST: The name of the Corporation is BW/IP, INC.
SECOND: The Corporation's registered office in the
State of Delaware is at Corporation Trust Center, 1209 Orange
Street, in the City of Wilmington, County of New Castle. The
name of the registered agent at such address is The
Corporation Trust Company.
THIRD: The nature of the business of the Corporation
and its purpose is to engage in any lawful act or activity for
which corporations may be organized under the General
Corporation Law of the State of Delaware.
FOURTH: The total number of shares of all classes of
stock which the Corporation shall have authority to issue is
50 million shares, consisting of 40 million shares of Common
Stock, par value $.01 per share (the "Common Stock"), and 10
million shares of preferred stock, par value $.01 per share
(the "Preferred Stock").
(a) Rights and Privileges of the Common
Stock. All shares of Common Stock will be identical
and will entitle the holders thereof to the same
rights and privileges.
(b) Rights and Privileges of the
Preferred Stock. The Preferred Stock may be issued,
from time to time, in one or more
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series as authorized by the Board of Directors.
Prior to issuance of a series, the Board of Directors
by resolution shall designate that series to
distinguish it from other series and classes of stock
of the Corporation, shall specify the number of
shares to be included in the series, and shall fix
the terms, rights, restrictions and qualifications of
the shares of the series, including any preferences,
voting powers, dividend rights and redemption,
sinking fund and conversion rights. Subject to the
express terms of any other series of Preferred Stock
outstanding at the time, the Board of Directors may
increase or decrease the number of shares or alter
the designation or classify or reclassify any
unissued shares of a particular series of Preferred
Stock by fixing or altering in any one or more
respects from time to time before issuing the shares
any terms, rights, restrictions and qualifications of
the shares.
FIFTH: The following provisions are inserted for the
management of the business and for the conduct of the affairs
of the Corporation and for the purpose of creating, defining,
limiting and regulating the powers of the Corporation and its
directors and stockholders:
(a) The number of directors of the
Corporation shall be fixed and may be altered from
time to time in the manner provided in the By-Laws,
and vacancies in the Board of Directors and newly
created directorships resulting from any increase in
the authorized number of directors may be filled, and
directors may be removed, as provided in the By-
Laws.
(b) The election of directors may be
conducted in any manner approved by the stockholders
at the time when the election is held and need not be
by ballot.
(c) All corporate powers and authority
of the Corporation (except as at the time otherwise
provided by law, by this Third Restated Certificate
of Incorporation or by the By-Laws) shall be vested
in and exercised by the Board of Directors.
(d) No director of the Corporation shall
be liable to the Corporation or its stockholders for
monetary damages for breach of his or her fiduciary
duty as a director, provided that nothing contained in
this Third Restated Certificate of Incorporation
shall eliminate or limit the liability of a director
(i) for any breach of the director's duty of loyalty
to this Corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve
intentional misconduct or a knowing violation of the
law, (iii) under Section 174 of the General
Corporation Law of the State of Delaware or (iv) for
any transaction from which the director derives an
improper personal benefit.
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(e) The Board of Directors shall have the
power without the assent or vote of the stockholders
to adopt, amend, alter or repeal the By-Laws of the
Corporation, except to the extent that the By-Laws of
this Third Restated Certificate of Incorporation
otherwise provide.
SIXTH: The Corporation reserves the right to
amend or repeal any provision contained in this Third Restated
Certificate of Incorporation in the manner now or hereafter
prescribed by the laws of the State of Delaware, and all
rights herein conferred upon stockholders or directors are
granted subject to this reservation.
5. The provisions of the Corporation's Certificate of
Designation of Junior Participating Cumulative Preferred Stock, par value $.01
per share, filed with the Secretary of State of the State of Delaware on
July 27, 1993 (attached hereto Exhibit A) shall specifically survive the
restatement, integration and amendment effected by this Third Restated
Certificate of Incorporation and are hereby incorporated by reference and made
a part of this Third Restated Certificate of Incorporation as if set out herein
at length, mutatis mutandis.
6. This Third Restated Certificate of Incorporation was
duly adopted in accordance with Sections 242 and 245 of the General Corporation
Law of the State of Delaware.
IN WITNESS WHEREOF, the Corporation, BWIP HOLDING, INC., has caused
this Third Restated Certificate of Incorporation to be signed by a Vice
President of the Corporation and attested by an Assistant Secretary of the
Corporation this 10th day of May 1994.
BWIP HOLDING, INC.
By: /s/ John D. Hannesson
-------------------------------
Name: John D. Hannesson
Title: Vice President
ATTEST:
By: /s/ John M. Nanos
--------------------------------
Name: John M. Nanos
Title: Assistant Secretary
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EXHIBIT A
[CONFORMED AS FILED WITH THE SECRETARY OF STATE
OF THE STATE OF DELAWARE ON JULY 27, 1993]
CERTIFICATE OF DESIGNATION OF JUNIOR
PARTICIPATING CUMULATIVE PREFERRED STOCK
Par Value $.01 Per Share
of
BWIP Holding, Inc.
Pursuant to Section 151 of the General Corporation
Law of the State of Delaware
We, E.P. Cross, Executive Vice President-Finance, and John M. Nanos,
Assistant Secretary of BWIP Holding, Inc., a corporation organized and existing
under the General Corporation Law of the State of Delaware, in accordance with
the provisions of Section 103 thereof, DO HEREBY CERTIFY:
That pursuant to the authority conferred upon the Board of Directors
by the Certificate of Incorporation of the said Corporation, the said Board of
Directors on July 26, 1993, by the affirmative vote of at least two-thirds of
the members of the Board of Directors, adopted the following resolution
creating a series of Two Hundred Fifty Thousand (250,000) shares of Preferred
Stock, par value $.01 per share:
RESOLVED, that pursuant to the authority vested in the Board of
Directors of this Corporation in accordance with the provisions of its
Certificate of Incorporation, a series of Preferred Stock of the Corporation
be, and it
<PAGE> 5
hereby is, created, and that the designation and amount thereof and the voting
powers, preferences and relative participating, optional and other special
rights of the shares of such series, and the qualifications, limitations or
restrictions thereof are as follows:
Section 1. Designation and Amount.
The shares of such series shall be designated as Junior
Participating Cumulative Preferred Stock, par value $.01 per share (the "Junior
Preferred Stock") and the number of shares constituting such series shall be
250,000. Such number of shares may be increased or decreased by resolution of
the Board of Directors; provided, that no decrease shall reduce the number of
shares of Junior Preferred Stock to a number less than the number of shares
reserved for issuance upon the exercise of outstanding options, rights or
warrants or upon the conversion of any outstanding securities issued by the
Corporation convertible into Junior Preferred Stock.
Section 2. Dividends and Distributions.
(A) Subject to the rights of the holders of any shares of
any series of preferred stock (or any similar stock) ranking prior and
superior to the Junior Preferred Stock with respect to dividends, the
holders of shares of Junior Preferred Stock, in preference to the
holders of Common Stock and of any other junior stock which may be
outstanding, shall be entitled to receive, when, as and if declared by
the Board of Directors out of funds legally available for the purpose,
quarterly dividends payable in cash on the first day of January,
April, July and October in each year (each such date being referred to
herein as a "Quarterly Dividend Payment Date"), commencing on the
first Quarterly Dividend Payment Date after the first issuance of a
share or fraction of a share of Junior Preferred Stock, in an amount
per share (rounded to the nearest cent) equal to the greater of (a)
$2.50 per share ($10.00 per annum), or (b) subject to the provision
for adjustment hereinafter set forth, 100 times the aggregate per
share amount of all cash dividends, and 100 times the aggregate per
share amount
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(payable in kind) of all non-cash dividends or other distributions,
other than a dividend payable in shares of Common Stock or a
subdivision of the outstanding shares of Common Stock (by
reclassification or otherwise), declared on the Common Stock since the
immediately preceding Quarterly Dividend Payment Date, or, with
respect to the first Quarterly Dividend Payment Date, since the first
issuance of any share or fraction of a share of Junior Preferred
Stock. In the event the Corporation shall at any time declare or pay
any dividend on Common Stock payable in shares of Common Stock, or
effect a subdivision or combination or consolidation of the
outstanding shares of Common Stock (by reclassification or otherwise
than by payment of a dividend in shares of Common Stock) into a
greater or lesser number of shares of Common Stock, then in each such
case the amount to which holders of shares of Junior Preferred Stock
were entitled immediately prior to such event under clause (b) of the
preceding sentence shall be adjusted by multiplying such amount by a
fraction, the numerator of which is the number of shares of Common
Stock outstanding immediately after such event and the denominator of
which is the number of shares of Common Stock that were outstanding
immediately prior to such event.
(B) The Corporation shall declare a dividend or
distribution on the Junior Preferred Stock as provided in paragraph
(A) of this Section immediately after it declares a dividend or
distribution on the Common Stock (other than a dividend payable in
shares of Common Stock); provided that, in the event no dividend or
distribution shall have been declared on the Common Stock during the
period between any Quarterly Dividend Payment date and the next
subsequent Quarterly Dividend Payment Date, a dividend of $2.50 per
share ($10.00 per annum) on the Junior Preferred Stock shall
nevertheless be payable on such subsequent Quarterly Dividend Payment
Date.
(C) Dividends shall begin to accrue and be cumulative on
outstanding shares of Junior Preferred Stock from the Quarterly
Dividend Payment Date next preceding the date of issue of such shares
of Junior Preferred Stock, unless the date of issue of such shares is
prior to the record date for the first Quarterly Dividend Payment
Date, in which case dividends on such shares shall begin to accrue
from the
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date of issue of such shares, or unless the date of issue is a
Quarterly Dividend Payment Date or is a date after the record date for
the determination of holders of shares of Junior Preferred Stock
entitled to receive a quarterly dividend and before such Quarterly
Dividend Payment Date, in either of which events such dividends shall
begin to accrue and be cumulative from such Quarterly Dividend Payment
Date. Accrued but unpaid dividends shall accumulate but shall not
bear interest. Dividends paid on the shares of Junior Preferred Stock
in an amount less than the total amount of such dividends at the time
accrued and payable on such shares shall be allocated pro rata on a
share-by-share basis among all such shares at the time outstanding.
The Board of Directors may fix a record date for the determination of
holders of shares of Junior Preferred Stock entitled to receive
payment of a dividend or distribution declared thereon, which record
date shall be not more than 60 days prior to the date fixed for the
payment thereof.
Section 3. Voting Rights.
The holders of shares of Junior Preferred Stock shall have the
following voting rights.
(A) Subject to the provisions for adjustment as
hereinafter set forth, each share of Junior Preferred Stock shall
entitle the holder thereof to 100 votes (and each one one-hundredth of
a share of Junior Preferred Stock shall entitle the holder thereof to
one vote) on all matters submitted to a vote of the stockholders of
the Corporation. In the event the Corporation shall at any time
declare or pay any dividend on Common Stock payable in shares of
Common Stock or effect a subdivision or combination or consolidation
of the outstanding shares of Common Stock (by classification or
otherwise than by payment of a dividend in shares of Common Stock)
into a greater or less number of shares of Common Stock, then in each
such case the number of votes per share to which holders of shares of
Junior Preferred Stock were entitled immediately prior to such event
shall be adjusted by multiplying such number by a fraction, the
numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the
number of shares of Common
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Stock that were outstanding immediately prior to such event.
(B) Except as otherwise provided herein, in the
Certificate of Incorporation, in any other certificate of designation
creating a series of preferred stock or any similar stock, or by law,
the holders of shares of Junior Preferred Stock and the holders of
shares of Common Stock and any other capital stock of the Corporation
having general voting rights shall vote together as one class on all
matters submitted to a vote of stockholders of the Corporation.
(C) If at any time the Corporation shall not have
declared and paid all accrued and unpaid dividends on the Junior
Preferred Stock as provided in Section 2 hereof for four consecutive
Quarterly Dividend Payment Dates, then, in addition to any voting
rights provided for in paragraphs (A) and (B), the holders of the
Junior Preferred Stock shall have the exclusive right, voting
separately as class, to elect two directors on the Board of Directors
of the Corporation (such directors, the "Preferred Directors"). The
right of the holders of the Junior Preferred Stock to elect the
Preferred Directors shall continue until all such accrued and unpaid
dividends shall have been paid. At such time, the terms of any of the
Preferred Directors shall terminate. At any time when the holders of
the Junior Preferred Stock shall have thus become entitled to elect
Preferred Directors, a special meeting of shareholders shall be called
for the purpose of electing such Preferred Directors, to be held
within 30 days after the right of the holders of the Junior Preferred
Stock to elect such Preferred Directors shall arise, upon notice given
in the manner provided by law or the by-laws of the Corporation for
giving notice of a special meeting of shareholders (provided, however,
that such a special meeting shall not be called if the annual meeting
of shareholders is to convene within said 30 days). At any such
special meeting or at any annual meeting at which the holders of the
Junior Preferred Stock shall be entitled to elect Preferred Directors,
the holders of a majority of the then outstanding Junior Preferred
Stock present in person or by proxy shall be sufficient to constitute
a quorum for the election of such directors. The persons elected by
the holders of the Junior Preferred Stock at any meeting in accordance
with the terms of the preceding
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sentence shall become directors on the date of such election.
Section 4. Certain Restrictions.
(A) Whenever quarterly dividends or other dividends or
distributions payable on the Junior Preferred Stock as provided in
Section 2 are in arrears, thereafter and until all accrued and unpaid
dividends and distributions, whether or not declared, on shares of
Junior Preferred Stock outstanding shall have been paid in full, the
Corporation shall not:
(i) declare or pay dividends or, make any other
distributions on any shares or stock ranking junior (either as
to dividends or upon liquidation, dissolution or winding-up)
to the Junior Preferred Stock;
(ii) declare or pay dividends, or make any other
distributions, on any shares of stock ranking on a parity
(either as to dividends or upon liquidation, dissolution or
winding-up) with the Junior Preferred Stock except dividends
paid ratably on the Junior Preferred Stock, and all such
parity stock on which dividends are payable or in arrears in
proportion to the total amounts to which the holders of all
such shares are then entitled;
(iii) redeem or purchase or otherwise acquire for
consideration shares of any stock ranking on a parity (either
as to dividends or upon liquidation, dissolution or
winding-up) with the Junior Preferred Stock, provided that the
Corporation may at any time redeem, purchase or otherwise
acquire shares of any such parity stock in exchange for shares
of any stock of the Corporation ranking junior (either as to
dividends or upon dissolution, liquidation or winding-up) to
the Junior Preferred Stock; or
(iv) purchase or otherwise acquire for
consideration any shares of Junior Preferred Stock, or any
shares of stock ranking on a parity (either as to dividends or
upon liquidation, dissolution or winding-up) with the Junior
Preferred Stock, except in accordance with a
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purchase offer made in writing or by publication (as
determined by the Board of Directors) to all holders of such
shares upon such terms as the Board of Directors, after
consideration of the respective annual dividend rates and
other relative rights and preferences of the respective series
classes, shall determine in good faith will result in fair and
equitable treatment among the respective series or classes.
(B) The Corporation shall not permit any subsidiary of
the Corporation to purchase or otherwise acquire for consideration any
shares of stock of the Corporation unless the Corporation could, under
paragraph (A) of this Section 4, purchase or otherwise acquire such
shares at such time and in such manner.
Section 5. Reacquired Shares.
Any shares of Junior Preferred Stock purchased or otherwise
acquired by the Corporation in any manner whatsoever, shall be retired and
cancelled promptly after the acquisition thereof. All such shares shall upon
their cancellation become authorized but unissued shares of preferred stock,
without designation as to series, and may be reissued as part of a new series
of preferred stock to be created by resolution or resolutions of the Board of
Directors, subject to the conditions and restrictions on issuance set forth
herein, in the Certificate of Incorporation, in any other certificate of
designation creating a series of preferred stock or any similar stock or as
otherwise required by law.
Section 6. Liquidation, Dissolution or Winding-Up.
Upon any voluntary or involuntary liquidation, dissolution or
winding-up of the Corporation, no distribution shall be made (A) to the holders
of shares of stock ranking junior (either as to dividends or upon liquidation,
dissolution or winding-up) to the Junior Preferred Stock unless prior thereto,
the holders of shares of Junior Preferred Stock shall have received the higher
of (i) $10.00 per share, plus an amount equal to accrued and unpaid dividends
and distributions thereon, whether or not declared, to the date of such
payment, or (ii) an aggregate amount per share, subject to the provision for
ad-
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justment hereinafter set forth, equal to 100 times the aggregate amount to be
distributed per share to holders of Common Stock; nor shall any distribution be
made (B) to the holders of stock ranking on a parity (either as to dividends or
upon liquidation, dissolution or winding-up) with the Junior Preferred Stock,
except distributions made ratably on the Junior Preferred Stock and all other
such parity stock in proportion to the total amounts to which the holders of
all such shares are entitled upon such liquidation, dissolution or winding-up.
In the event the Corporation shall at any time declare or pay any dividend on
Common Stock payable in shares of Common Stock, or effect a subdivision or
combination or consolidation of the outstanding shares of Common Stock (by
reclassification or otherwise than by payment of a dividend in shares of Common
Stock) into a greater or lesser number of shares of Common Stock, then in each
such case the aggregate amount to which holders of shares of Junior Preferred
Stock are entitled immediately prior to such event under the provision in
clause (A) of the preceding sentence shall be adjusted by multiplying such
amount by a fraction the numerator of which is the number of shares of Common
Stock outstanding immediately after such event and the denominator of which is
the number of shares of Common Stock that were outstanding immediately prior to
such event.
Section 7. Consolidation, Merger, etc.
In case the Corporation shall enter into any consolidation,
merger, combination or other transaction in which the shares of Common Stock
are exchanged for or changed into other stock or securities, cash and/or any
other property, or otherwise changed, then in any such case each share of
Junior Preferred Stock shall at the same time be similarly exchanged or changed
into an amount per share (subject to the provision for adjustment hereinafter
set forth) equal to 100 times the aggregate amount of stock, securities, cash
and/or any other property (payable in kind), as the case may be, into which or
for which each share of Common Stock is changed or exchanged. In the event the
Corporation shall at any time declare or pay any dividend on Common Stock
payable in shares of Common Stock, or effect a subdivision or combination or
consolidation of the outstanding shares of Common Stock (by reclassification or
otherwise than by payment of a dividend in shares of Common Stock) into a
greater or lesser number of shares of Common Stock, then in each such
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case the amount set forth in the preceding sentence with respect to the
exchange or change of shares of Junior Preferred Stock shall be adjusted by
multiplying such amount by a fraction the numerator of which is the number of
shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.
Section 8. No Redemption.
The shares of Junior Preferred Stock shall not be redeemable.
Section 9. Rank.
Unless otherwise provided in the Certificate of Incorporation
or a certificate of designation relating to a subsequent series of preferred
stock of the Corporation, the Junior Preferred Stock shall rank junior to all
other series of the Corporation's preferred stock as to the payment of
dividends and the distribution of assets on liquidation, dissolution or
winding-up, and senior to the Common Stock of the Corporation.
Section 10. Amendment.
The Certificate of Incorporation, as amended and restated,
shall not be amended in any manner which would materially alter or change the
powers, preferences or special rights of the Junior Preferred Stock so as to
affect them adversely without the affirmative vote of the holders of at least
two-thirds of the outstanding shares of Junior Preferred Stock, voting together
as a single series.
Section 11. Fractional Shares.
Junior Preferred Stock may be issued in fractions of a share
(in one one-hundredths (1/100) of a share and integral multiples thereof) which
shall entitle the holder, in proportion to such holder's fractional shares, to
exercise voting rights, receive dividends, participate in distributions and to
have the benefit of all other rights of holders of Junior Preferred Stock.
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IN WITNESS WHEREOF, this Certificate of Designation is
executed on behalf of the Corporation by its Vice President and attested by its
Secretary this 26th day of July, 1993.
/s/ E.P. Cross
------------------------------------
E.P. Cross
Executive Vice President-
Finance
ATTEST:
/s/ John M. Nanos
- - -----------------------------------
John M. Nanos
Assistant Secretary
10
<PAGE> 1
EXHIBIT 20
[BW/IP, Inc. Letterhead]
May 11, 1994
Dear Stockholder:
We are pleased to inform you that yesterday, May 10, 1994, the
Company's stockholders, at their Annual Meeting, agreed to (a) change the
Company's corporate name from "BWIP Holding, Inc." to "BW/IP, Inc." and (b)
convert the Company's two-class common stock structure to a one-class common
stock structure. These changes became effective today upon filing the
Company's Third Restated Certificate of Incorporation with the Secretary of
State of the State of Delaware. As a result, each share of Class A Common
Stock of BWIP Holding, Inc. previously outstanding is now deemed to be one
share of Common Stock of BW/IP, Inc. The Common Stock continues to be quoted
through the NASDAQ National Market System under the symbol "BWIP."
We have prepared stock certificates reflecting the Company's new name
and the new designation for the Company's common stock. Accordingly, you
should exchange your current stock certificate(s) representing shares of "Class
A Common Stock" of "BWIP Holding, Inc." for replacement certificates
representing a like amount of shares of "Common Stock" of "BW/IP, Inc." To do
so, simply return your current stock certificate(s) via certified mail, return
receipt requested, in the enclosed non-postage paid envelope, which is
addressed to Bank One, the Company's transfer agent. Bank One will promptly
send new stock certificate(s) to you. Please note that you will continue to
own the same number of shares of "Common Stock" as you did of "Class A Common
Stock" and that the replacement stock certificate(s) will be issued in the same
name(s) as shown on your current stock certificate(s).
We strongly encourage you to send your stock certificate(s) to Bank
One today for exchange to eliminate any possible confusion in the future upon
transfer of your shares.
Please contact Monica Dill at Bank One, 1-800-695-2370, if you have
any questions with respect to the exchange of your shares. Thank you for your
continued support of the Company.
Very truly yours,
/s/ Peter C. Valli
Peter C. Valli
Chairman and
Chief Executive Officer
<PAGE> 1
EXHIBIT 99
[BW/IP International, Inc. Letterhead]
News Release
May 11, 1994
NEWS FROM: BW/IP, Inc.
SUBJECT: Stockholders Approve Name Change
FOR INFORMATION: Dan Peoples (619) 552-1456
LONG BEACH, CA -- The stockholders of BWIP Holding, Inc., (NASDAQ
national market system) have approved a name change for the company to BW/IP,
Inc. The company's stock symbol "BWIP" will remain unchanged.
Peter C. Valli, chairman and chief executive officer, said, "The name
change is intended to more accurately reflect our strategy of focusing on the
pumping business. We plan to continue to be a growing worldwide supplier of
equipment and services for pump, seal and nuclear valve markets. Because
holding companies frequently pursue strategies of owning and controlling a
variety of diversified businesses under a single corporate umbrella, we believe
removing 'Holding' from our name will eliminate any confusion in this regard.
"Further," said Valli, "we believe changing the company's name to
include the 'BW/IP' designation will more closely identify the corporation with
its subsidiaries, which generally operate under the 'BW/IP' name."
At today's annual meeting, stockholders also re-elected the company's
eight Directors, approved a recapitalization of the company to provide a single
class of common stock, and ratified the appointment of Price Waterhouse as
independent auditors for fiscal 1994.
BW/IP, Inc. is the parent company of BW/IP International, Inc., a
wholly owned subsidiary and worldwide supplier of advanced-technology fluid
transfer and control equipment, systems and services. The company produces
highly engineered pumps and pumping equipment, precision mechanical seals, seal
systems and accessories, and nuclear valves.
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