<PAGE>
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 (Date of earliest event reported):
July 19, 1996
SPRECKELS INDUSTRIES, INC.
(Exact name of Registrant as specified in its charter)
Delaware 0-23050 94-3050406
(State or other (Commission File No.) (I.R.S. Employer
jurisdiction of Identification Number)
incorporation)
One Morrocroft Centre, Ste. 450
6805 Morrison Boulevard, Charlotte, NC 28211
Address of Principal Executive Offices (Zip Code)
Registrant's telephone number, including area code:
(704) 367-4220
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Item 5. Other Events.
Registrant's press releases dated July 19, July 24, and August 1, 1996,
and Amendment to Rights Agreement dated July 23, 1996, attached hereto as
Exhibits 99.1, 99.2, 99.3 and 99.4, are incorporated herein by reference and
made a part of this Current Report on Form 8-K.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
99.1 Press Release of the Registrant
dated July 19, 1996.
99.2 Amendment to Rights Agreement dated
July 23, 1996.
99.3 Press Release of the Registrant
dated July 24, 1996.
99.4 Press Release of the Registrant
dated August 1, 1996.
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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.
Dated: August 2, 1996 SPRECKELS INDUSTRIES, INC.
By: (signature of Donald C. Roof appears here)
_________________________
Donald C. Roof
Senior Vice President and
Chief Accounting Officer
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequentially
Exhibit No. Description Numbered Page
<S> <C> <C>
99.1 Press Release dated
July 19, 1996.
99.2 Amendment to Rights
Plan dated July 23, 1996.
99.3 Press Release dated
July 24, 1996.
99.4 Press Release dated
August 1, 1996.
</TABLE>
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FOR: YALE INTERNATIONAL, INC.
CONTACT: Donald C. Roof
Senior Vice President and
Chief Financial Officer
(704) 367-4220
FOR IMMEDIATE RELEASE
YALE URGES SHAREHOLDERS TO TAKE
NO ACTION ON UNSOLICITED OFFER
CHARLOTTE, NC (July 19, 1996) -- The Board of Directors of Yale International,
Inc. (Nasdaq: YALE) today confirmed that it had received a letter from American
Enterprises, L.L.C. announcing its intention to proceed with an unsolicited cash
tender for the outstanding common shares and the outstanding warrants of the
Company, and its further intention to pursue legal actions with respect to this
offer.
The Board is reviewing this offer with the help of its financial advisor,
Salomon Brothers, Inc. When that review is complete, the Board will advise its
shareholders and respond appropriately. Until then, the Company urges the
shareholders of the Company to take no action with respect to the tender offer.
Yale International, Inc. (formally Spreckels Industries, Inc.), manufactures and
distributes a diversified line of material handling and industrial component
products, including chain and wire rope hoists, actuators, scissor-lifts and
rotating unions. Principal brand names are Yale, Duff- Norton, Coffing, Little
Mule and American Lifts. The Company operates under the name Yale International
although its legal identity will remain Spreckels Industries, Inc. until
shareholder approval is received at the next annual shareholders' meeting.
# # #
EXHIBIT 99.1
<PAGE>
AMENDMENT TO RIGHTS AGREEMENT
THIS AMENDMENT TO RIGHTS AGREEMENT (this "Amendment") is
entered into as of July 23, 1996 by and between SPRECKELS INDUSTRIES, INC.
(doing business as YALE INTERNATIONAL, INC.), a Delaware corporation (the
"Company"), and CHASEMELLON SHAREHOLDER SERVICES, L.L.C. (the "Rights Agent"),
amending the Rights Agreement dated as of November 11, 1995, as amended, between
the Company and the Rights Agent (the "Rights Agreement").
Recitals of the Company:
The Company has duly authorized the execution and delivery of
this Amendment, and all things necessary to make this Amendment a valid
agreement of the Company have been done. This Amendment is entered into pursuant
to Section 27(iii) of the Rights Agreement permitting the Company and the Rights
Agent, prior to the Distribution Date (as defined in the Rights Agreement) to
change or supplement any provision thereunder in any manner which the Company
may deem necessary or desirable.
NOW, THEREFORE, in consideration of the premises and the
mutual agreements herein set forth, the parties hereby agree as follows:
1. Defined Terms. Terms defined in the Rights Agreement and
used herein shall have the meanings given to them in the Rights Agreement.
2. Amendment to Section 24(d) of Rights Agreement. Unless
Section 24(d) shall be amended in its entirety and restated to read in full as
follows:
"Notwithstanding anything in this Agreement to the contrary,
all Rights hereunder shall expire upon the consummation of an all cash
tender offer for any and all shares of Common Stock (an "All Cash
Offer") pursuant to which a Person, together with its Affiliates and
Associates, becomes the Beneficial Owner of 85% or more of the Common
Stock; provided that the Board of Directors determines that the tender
offer documents relating to the All Cash Offer disclose a commitment by
such Person to (i) immediately following announcement of its acceptance
for payment of Common Stock in the All Cash Offer, commence a cash
tender offer for any and all shares of Common Stock not tendered in the
All Cash Offer for at least the same cash consideration per share paid
in the All Cash Offer or (ii) cause a merger of the Company with such
Person (or its Affiliate) as promptly as practicable following
completion of the All Cash Offer, pursuant to which each then
outstanding share of Common Stock will be converted into the right to
receive at least the same cash consideration per share paid in the All
Cash Offer; and, provided, further, that such All Cash Offer shall not
have been consummated earlier than the date which is the 90th calendar
day after the commencement thereof."
3. Amendment to Exhibit B. The last sentence of the first full
paragraph on page B-4 of Exhibit B shall be amended to read as follows:
EXHIBIT 99.2
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"All Rights shall expire upon the consummation of an all cash
tender offer for all of the outstanding shares; provided that
the Person making such tender offer discloses a commitment (i)
to make a tender offer for the untendered shares or (ii) to
cause a merger of the Company with such Person, in each case,
for at least the same cash consideration as paid in the
original tender offer; and, provided, further, that such all
cash tender offer shall not have been consummated earlier than
the date which is the 90th calendar day after the commencement
thereof."
4. No Other Amendment. Except as amended hereby, the Rights
Agreement shall remain in full force and effect.
5. Counterparts. This Amendment may be executed in any number
of counterparts, each of which so executed shall be deemed to be an original,
but all such counterparts shall together constitute but one and the same
instrument.
6. Governing Law. This Amendment shall be deemed to be a
contract made under 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 to be made and to be performed entirely within such
state.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment 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.
Attest: SPRECKELS INDUSTRIES, INC.
[Seal]
____________________________ By:___________________________
Title: Assistant Secretary Title: Chief Executive Officer
and President
Attest: CHASEMELLON SHAREHOLDER
SERVICES, L.L.C.
[Seal]
_____________________________ By:___________________________
Title: Title:
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FOR: YALE INTERNATIONAL, INC.
CONTACT: Donald C. Roof
Senior Vice President and
Chief Financial Officer
(704) 367-4220
FOR IMMEDIATE RELEASE
YALE AMENDS STOCKHOLDER RIGHTS PLAN
CHARLOTTE, NC (July 24, 1996) -- Yale International, Inc. (Nasdaq: YALE) today
announced that its Board of Directors has amended its Stockholder Rights Plan,
effective immediately. The Plan, as amended, provides that the rights under the
Plan will expire upon consummation of an all cash tender offer for the Company's
stock if, among other requirements which previously were in effect, the offer is
consummated no earlier than 90 days after it is commenced.
"This amendment provides the Board of Directors adequate time to
review the proposal announced last week by American Enterprises and to explore
all options available to the Company," Gary L. Tessitore, President and CEO of
Yale, said. "It will assist us in our desire to act in the best interests of our
shareholders."
Yale International, Inc. (formally Spreckels Industries, Inc.),
manufactures and distributes a diversified line of material handling and
industrial component products, including chain and wire rope hoists, actuators,
scissor-lifts and rotating unions. Principal brand names are Yale, Duff- Norton,
Coffing, Little Mule and American Lifts. The Company operates under the name
Yale International, although its legal identity will remain Spreckels
Industries, Inc. until shareholder approval is received at the next annual
shareholders' meeting.
# # # # #
EXHIBIT 99.3
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FOR: YALE INTERNATIONAL, INC.
CONTACT: Donald C. Roof
Senior Vice President and
Chief Financial Officer
(704) 367-4220
FOR IMMEDIATE RELEASE
YALE BOARD REJECTS AMERICAN ENTERPRISES OFFER
CHARLOTTE, NC (August 1, 1996) -- Yale International, Inc. (Nasdaq: YALE)
announced today that its Board of Directors has voted to reject the $16.50 per
share unsolicited offer announced July 19, 1996 by American Enterprises, L.L.C.
as inadequate and not in the best interests of the Company and its shareholders.
Accordingly, the Board recommends that its shareholders reject the pending offer
and not tender their shares to American Enterprises. The Board stated that they
continue to be committed to the enhancement of shareholder value. In this
regard, the Board has authorized management and the Company's financial
advisors, Salomon Brothers, to explore all strategic alternatives and to report
back to the Board at an early date.
Yale International, Inc. (formally Spreckels Industries, Inc.), manufactures and
distributes a diversified line of material handling and industrial component
products, including chain and wire rope hoists, actuators, scissor-lifts and
rotating unions. Principal brand names are Yale, Duff- Norton, Coffing, Little
Mule and American Lifts. The Company operates under the name Yale International,
although its legal identity will remain Spreckels Industries, Inc. until
shareholder approval is received at the next annual shareholders' meeting.
# # # # #
EXHIBIT 99.4
