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FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
BW/IP, INC.
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(Exact name of registrant as specified in its charter)
Delaware 33-0270574
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(State of incorporation or organization) (I.R.S. Employer
Identification No.)
200 Oceangate Boulevard
Suite 900
Long Beach, California 90802
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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 Purchase Rights New York Stock Exchange
with respect to Common Stock,
$.01 Par Value
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES
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Preferred Stock Purchase Rights
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On July 27, 1993, the Board of Directors of BW/IP, Inc. (the
"Company") adopted a Preferred Stock Purchase Rights Plan (the "Plan") and
declared a dividend of one Preferred Stock Purchase Right (a "Right") on each
share of the Company's Common Stock. The distribution was made on August 10,
1993, to stockholders of record on July 26, 1993.
The Plan provides that if there is an announcement or notice to the
Company that a person or group has acquired 15% or more of the Company's Common
Stock (except pursuant to a tender offer for all such shares at a price and on
terms determined to be fair and in the best interests of the Company and its
stockholders by a majority of the directors who are not nominees of, or
affiliated or associated with, the 15% holder), each holder of a Right, other
than Rights beneficially owned by the 15% holder, will thereafter have the right
to purchase for $85.00 a number of shares of the Company's Common Stock having a
market value of $170.00 or twice the Right's exercise price. All Rights that
were beneficially owned by the 15% holder will thereafter be void.
Each Right will entitle the stockholder to buy one-hundredth of a
share of a new series of junior participating cumulative preferred stock at an
exercise price of $85.00. The Rights will become exercisable after the earlier
to occur of (i) 10 business days following a public announcement or notice to
the Company that a person or group has acquired 15% or more of the Company's
Common Stock or (ii) 10 business days, or such later date as the directors
determine, after a person commences a tender offer which, if accepted, would
result in the person's owning 15% or more of the Company's Common Stock.
The preferred stock is designed so that each one one-hundredth of a
share approximates one share of the Company's Common Stock in all respects,
except for a minimum annual preferential dividend of $.10 and a minimum
liquidation payment of $.10 for each one one-hundredth of a share of preferred
stock.
Under the Rights agreement, the Company will not effect a merger or
certain other kinds of business combination transactions after a public
announcement or notice to the Company that a person or group has acquired 15% or
more of the Company's Common Stock, unless provision has been made so that after
the transaction a holder of a Right would be able to buy for $85.00 stock of the
acquiring company having a market value of $170.00 or twice the exercise price
of the Right.
The Company's directors can redeem the Rights at $.01 per Right until
10 business days after a public announcement or notice to the Company that a
person or
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group has acquired 15% or more of the Company's Common Stock. The redemption
period can be extended by the directors before such an announcement or notice.
If the Board of Directors redeems the Rights after such an announcement or
notice, the redemption requires concurrence of a majority of the continuing
directors who are not nominees of, or affiliated or associated with, the 15%
stockholder. In addition, after a person or group acquires 15% or more (but less
than 50%) of the Company's Common Stock, the Board of Directors may, with such a
concurrence by the continuing directors, exchange one share of Common Stock for
each outstanding Right, except for Rights held by the 15% holder, which will
become void.
The Rights, which expire in 2003, have no voting power.
The foregoing description of the Rights does not purport to be
complete and is qualified in its entirety by reference to the Rights Agreement,
which is an Exhibit to this Registration Statement and is incorporated in this
summary description by reference.
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ITEM 2. EXHIBITS
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1. Rights Agreement, dated as of July 26, 1993. Incorporated by
reference to Exhibit 4 of Form 8-A filed by Registrant on
July 30, 1993.
2. All exhibits required by Instruction II to Item 2 will be
supplied to the New York Exchange.
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SIGNATURE
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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.
BW/IP, INC.
By: /s/ JOHN D. HANNESSON
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John D. Hannesson
Vice President, General
Counsel and Secretary
Dated: July 3, 1996
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