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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
September 13, 1999 0-16960
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Date of Report (Date of Earliest Event Reported) (Commission File Number)
THE GENLYTE GROUP INCORPORATED
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(Exact name of registrant as specified in its charter)
Delaware 22-2584333
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(State of incorporation or organization) (IRS Employer Identification No.)
4360 Brownsboro Road, Louisville, KY 40207
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(Address of principal executive offices) (Zip Code)
(502) 893-4600
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(Registrant's Telephone Number, Including Area Code)
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ITEM 5. OTHER EVENTS.
On September 13, 1999, the Board of Directors of The Genlyte Group
Incorporated (the "Company") declared a dividend distribution, as of the
expiration of the Rights issued under the Stockholder Rights Plan dated as of
August 29, 1989, of one preferred stock purchase right (a "Right") for each
outstanding share of Common Stock, $.01 par value, of the Company (the "Common
Stock"), payable to the stockholders of record on September 17, 1999 (the
"Record Date"). The Board of Directors also authorized and directed the issuance
of one Right with respect to each Share of Common Stock issued thereafter until
the Distribution Date (as defined below) and, in certain circumstances, with
respect to shares of Common Stock issued after the Distribution Date.
Except as set forth below, each Right, when it becomes exercisable,
entitles the registered holder to purchase one one-hundredth of a share of
Junior Participating Cumulative Preferred Stock, $.01 par value (the "Preferred
Stock"), at a price of $105, subject to adjustment (the "Purchase Price"). The
description and terms of the Rights are set forth in a Rights Agreement (the
"Rights Agreement") between the Company and The Bank of New York, as Rights
Agent (the "Rights Agent"), dated as of September 13, 1999.
Initially, the Rights will be attached to all certificates representing
shares of Common Stock then outstanding, and no separate Right Certificates will
be distributed. The Rights will separate from the shares of Common Stock upon
the earliest to occur of (i) a person or entity (a "Person") or group of
affiliated or associated Persons (a "Group") having acquired beneficial
ownership of 20% or more of the outstanding shares of Common Stock (except
pursuant to a Permitted Offer, as hereinafter defined); or (ii) 10 business days
(or such later date as the Board of Directors may determine) following the
commencement of, or announcement of an intention to make, a tender offer or
exchange offer the consummation of which would result in a Person or Group
becoming an Acquiring Person (as hereinafter defined) (the earliest of such
dates being called the "Distribution Date"). A Person or Group whose acquisition
of shares of Common Stock causes a Distribution Date pursuant to clause (i)
above is an "Acquiring Person." The date that a Person or Group becomes an
Acquiring Person is the "Stock Acquisition Date."
Notwithstanding the foregoing, a Person who acquires shares of Common
Stock pursuant to a tender or exchange offer which is for all outstanding shares
of Common Stock at a price and on terms which the Board of Directors determines
(prior to acquisition) to be adequate and in the best interests of the Company
and its stockholders (other than such Person, its affiliates and associates) (a
"Permitted Offer") will not be deemed to be an Acquiring Person and such
Person's ownership will not constitute a Distribution Date.
The shares of Preferred Stock purchasable upon exercise of the Rights
will have a minimum preferential quarterly dividend of $25.00 per share, but
will be entitled to receive, in the aggregate, a dividend of 100 times the
dividend declared on the shares of Common Stock. In the event of liquidation,
the holders of the shares of Preferred Stock will be entitled to receive a
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minimum liquidation payment of $100 per share, but will be entitled to receive
an aggregate liquidation payment equal to 100 times the payment made per share
of Common Stock. Each share of Preferred Stock will have one hundred votes,
voting together with the shares of Common Stock. In the event of any merger,
consolidation or other transaction in which shares of Common Stock are
exchanged, each share of Preferred Stock will be entitled to receive 100 times
the amount and type of consideration received per share of Common Stock. The
rights of the shares of Preferred Stock as to dividends and liquidation, and in
the event of mergers and consolidation, are protected by customary anti-dilution
provisions.
The Rights Agreement provides that, until the Distribution Date, the
Rights will be transferred with and only with the shares of Common Stock. Until
the Distribution Date (or earlier redemption or expiration of the Rights), new
Common Stock certificates issued after the Record Date upon the transfer or new
issuance of shares of Common Stock will contain a notation incorporating the
Rights Agreement by reference. Until the Distribution Date (or earlier
redemption or expiration of the Rights), the surrender for transfer of any
certificates for shares of Common Stock outstanding as of the Record Date, even
without such notation or a copy of this Summary of Rights being attached
thereto, will also constitute the transfer of the Rights associated with the
shares of Common Stock represented by such certificate. As soon as practicable
following the Distribution Date, separate certificates evidencing the Rights
("Right Certificates") will be mailed to holders of record of the Common Stock
as of the close of business on the Distribution Date (and to each initial record
holder of certain shares of Common Stock issued after the Distribution Date),
and such separate Right Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date, and will
expire at the close of business on September 12, 2009, unless earlier redeemed
by the Company as described below.
In the event that any person becomes an Acquiring Person, each holder of
Rights (other than Rights that have become null and void as described below)
will thereafter have the right (the "Flip-In Right") to receive, upon exercise
of such Rights, the number of shares of Common Stock (or, in certain
circumstances, other securities of the Company) having a then current market
value (determined in accordance with the Rights Agreement) equal to two times
the aggregate exercise price of such Rights. For example, if a Person became an
Acquiring person at a time when the current per share market price of the
Company's Common Stock was $21 and the Purchase Price was $105, each holder of a
Right (other than a Right which has become null and void as described herein)
would have the right to receive 10 shares of Common Stock upon exercise of the
Right and payment of the Purchase Price.
The Board, at its option, may exchange each Right (other than those that
have become null and void as described below) for one share of Common Stock in
lieu of the Flip-In Right, provided no Person is the beneficial owner of 50% or
more of the shares of Common Stock at the time of such exchange. Notwithstanding
the foregoing, following the occurrence of the event described above, all Rights
that are or (under certain circumstances specified in the Rights
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Agreement) were beneficially owned by any Acquiring Person or any affiliate or
associate thereof or certain transferees thereof will be null and void.
In the event that, at any time following the Stock Acquisition Date, (i)
the Company shall merge or consolidate with or into any entity and the holders
of all of the outstanding shares of Common Stock immediately prior to the
consummation of the transaction are not the holders of all of the surviving
corporation's voting power, or (ii) more than 50% of the Company's assets or
earning power is sold or transferred (subject to certain exceptions), then each
holder of Rights (except Rights which previously have been voided as set forth
above) shall thereafter have the right (the "Flip-Over Right") to receive, upon
exercise of such Rights, shares of Common Stock of the acquiring company (or in
certain circumstances, its parent) having a value equal to two times the
aggregate exercise price of the Rights. The Flip-Over Right shall not apply to
any transaction described in clause (i) if such transaction is with a Person or
Persons (or a wholly owned subsidiary of any such Person or Persons) that
acquired shares of Common Stock pursuant to a Permitted Offer and the price and
form of consideration offered in such transaction is the same as that paid to
all holders of Common Stock whose shares were purchased pursuant to the
Permitted Offer. The holder of a Right will continue to have the Flip-Over Right
whether or not such holder exercises the Flip-In Right.
The aggregate Purchase Price payable, and the number of shares of Common
Stock or other securities issuable, upon exercise of the Rights are subject to
adjustment from time to time to prevent dilution in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the Common
Stock.
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional shares of Common Stock will be issued and, in
lieu thereof, an adjustment in cash will be made based on the market price of
the Common Stock on the last trading day prior to the date of exercise.
At any time prior to the earlier to occur of (i) a person becoming an
Acquiring Person or (ii) the expiration of the Rights, the Company may redeem
the Rights in whole, but not in part, at a price of $.01 per Right (the
"Redemption Price"), which redemption shall be effective at such time, on such
basis and with such conditions as the Board of Directors may establish in its
sole discretion. The Company may, at its option, pay the Redemption Price in
Common Stock.
All of the provisions of the Rights Agreement may be amended by the Board
of Directors prior to the Distribution Date. After the Distribution Date, the
provisions of the Rights Agreement may be amended by the Board in order to cure
any ambiguity, defect or inconsistency, to make changes which do not adversely
affect the interests of holders of Rights (excluding the interests of any
Acquiring Person), or, subject to certain limitations, to shorten or lengthen
any time period under the Rights Agreement.
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Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends. While the distribution of the Rights will not
be taxable to stockholders of the Company, stockholders may, depending upon the
circumstances, recognize taxable income should the Rights become exercisable or
upon the occurrence of certain events thereafter.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
on terms not approved by the Board of Directors, except pursuant to an offer
conditioned on a substantial number of Rights being acquired. The Rights should
not interfere with any merger or other business combination approved by the
Board of Directors, as the Rights may be redeemed by the Corporation at $.01 per
Right prior to the time that a person or group has acquired beneficial ownership
of 20% or more of the shares of Common Stock.
A copy of the Rights Agreement has been filed with the Securities and
Exchange Commission as an Exhibit to a Registration Statement on Form 8-A. A
copy of the Rights Agreement is available free of charge from the Company. This
summary description of the Rights does not purport to be complete and is
qualified in its entirety by reference to the Rights Agreement, which is
incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA INFORMATION AND EXHIBITS
(c) Exhibits.
4.1 Rights Agreement dated as of September 13, 1999 between The Genlyte
Group Incorporated and The Bank of New York, as Rights Agent,
incorporated by reference to The Genlyte Group Incorporated Form 8-A
filed with the Securities and Exchange Commission on September 14,
1999.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, The
Genlyte Group Incorporated has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
THE GENLYTE GROUP INCORPORATED
By: /s/ Daniel R. Fuller
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Name: Daniel R. Fuller
Title: Assistant Secretary and General
Counsel
Date: September 13, 1999
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