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) February 26, 1997
Rogers Corporation
(Exact name of registrant as specified in its charter)
Massachusetts
(State or other jurisdiction of incorporation)
1-4347 06-0513860
(Commission File Number) (IRS Employer Identification Number)
P.O. Box 188, One Technology Drive, Rogers, Connecticut 06263-0188
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (860) 774-9605
N/A
(Former name of former address, if changed since last report.)
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ITEM 5. OTHER EVENTS
On February 25, 1997 the registrant's Board of Directors
adopted a new Shareholder Rights Plan to replace the existing rights
plan adopted in 1987 and extended through April 30, 1998 the authority
of the registrant to purchase up to $2 million in market value of its
common stock. See the press release dated February 26, 1997 attached
as Exhibit 1 to this Form 8-K report.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
1. Registrant's press release dated February 26, 1997.
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.
ROGERS CORPORATION
By: DONALD F. O'LEARY
Donald F. O'Leary
Corporate Controller
Dated: February 26, 1997
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EXHIBIT 1
ROGERS CORPORATION
Contact: Robert M. Soffer
Treasurer
Rogers Corporation
860-774-9605
- - ADOPTS NEW SHAREHOLDER RIGHTS PLAN
- - AUTHORIZES STOCK REPURCHASE
Rogers, Connecticut: February 26, 1997 -- Rogers Corporation (AMEX:ROG)
announced today that on February 25th its Board of Directors adopted a new
Shareholder Rights Plan to replace the existing rights plan adopted in
1987 and pursuant to the plan has declared a dividend distribution of
one Right to purchase common stock of the company for each outstanding
common share. The distribution is payable on March 31, 1997 to
shareholders of record on that date. The old rights plan will expire
on March 30, 1997. At yesterday's meeting the Board of Directors also
extended, through April 30, 1998, the authority of the company to
purchase up to $2 million in market value of its common stock.
New Shareholder Rights Plan
Harry H. Birkenruth, Rogers President, stated that "As under our prior
plan, the Rights are designed to assure that all of the company's
shareholders receive fair and equal treatment in the event of any
proposed takeover of the company and to guard against partial tender
offers and other abusive tactics to gain control of the company
without paying all shareholders a fair price for their investment in
the company. The Rights are intended to enable all Rogers
shareholders to realize the long-term value of their investment in the
company. The Shareholder Rights Plan does not prevent a takeover, but
should encourage anyone seeking to acquire the company to negotiate
with the Board prior to attempting a takeover. The new Shareholder
Rights Plan was not adopted in response to any known effort to acquire
Rogers."
[PAGE]
Under the terms of the new Shareholder Rights Plan, each Right will
entitle shareholders to buy one common share at a purchase price of
$120.00, and the plan will expire March 30, 2007. The Rights will be
exercisable only if a person or group acquires 20% or more of the
company's common shares or announces a tender or exchange offer for
20% or more of the company's common shares. The Board will be entitled
to redeem the Rights at $0.01 per Right at any time before such
acquisitions occur and upon certain conditions after such a position
has been acquired.
If, after the Rights have been distributed and are transferable,
Rogers should consolidate with, or merge with and into any other
person and Rogers should not be the surviving company, or, if Rogers
should be the surviving company and all or part of its common stock
should be exchanged for the securities of any other person, or if more
than 50% of Rogers assets or earning power were sold, each Right will
entitle its holder to purchase, at the Rights' purchase price, a
number of shares of the acquiring company's common stock having a
market value at that time equal to twice the Right's purchase price.
Upon the acquisition of 20% or more of Rogers common shares by any
person or group, each Right will entitle its holder to purchase, at
the Rights' purchase price, a number of Rogers common shares having a
market value equal to twice the Rights' purchase price (i.e., the
right to purchase for $120.00 the number of Rogers common shares with
a then market value of $240.00). In such event, Rights held by the
acquiring person will not be allowed to purchase any Rogers common
shares or other securities of Rogers.
Stock Repurchase Authorization
As to the stock repurchase authorization, Mr. Birkenruth said that,
"No shares have been and none are being repurchased at this time."
Currently, there are 7,422,311 shares of Rogers stock outstanding.
The closing price on the American Stock Exchange on February 25, 1997,
was $27.75.
Rogers Corporation develops and manufactures specialty materials and
components worldwide, for targeted applications in the communications,
computer, imaging, consumer and transportation markets.
x x x x x
