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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A12B/A
AMENDMENT TO APPLICATION OR REPORT
FILED PURSUANT TO SECTION 12, 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
ROHR, INC.
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(Exact name of registrant as specified in charter)
AMENDMENT NO. 2 TO
REGISTRATION STATEMENT ON FORM 8-A
The Rights Agreement dated as of August 15, 1986, by and between Rohr,
Inc., (formerly Rohr Industries, Inc.), a Delaware corporation (the "Company"),
and The First National Bank of Chicago, as Rights Agent (the "Original
Agreement"), was amended and restated as of April 6, 1990, (the "Amended
Agreement") in order (1) to provide for the distribution of the Rights upon (i)
the acquisition by an Acquiring Person (as defined in the Amended Agreement) of
15% or more (as compared to 20% or more in the Original Agreement) of the
Company's outstanding voting shares, or (ii) the public announcement of a tender
offer for 15% or more (as compared to 30% or more in the Original Agreement) of
the Company's outstanding voting shares and (2) to permit shareholders of the
Company (excluding any Acquiring Person) to acquire shares of the Company (or of
an acquiring company) at a discount upon the acquisition by an Acquiring Person
of 15% or more (as compared to 40% or more in the Original Agreement) of the
Company's outstanding voting shares.
The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Registration Statement on Form 8-A
dated August 15, 1986, as amended by the Amended Agreement, as of April 6, 1990,
as set forth in the pages attached hereto:
Item 1. Description of Securities To Be Registered
The Amended Agreement was amended by Amendment No. 1 thereto, dated
February 22, 1996, in order
(i) to provide an exception to the definition of "Acquiring Person" in Section
1(a) to wit: "J.P. Morgan & Co., Incorporated, for so long as the number of
voting Shares Beneficially Owned by it does not exceed 3,899,156;"
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(ii) to add the following sentence at the end of Section 3(a):
"Notwithstanding the foregoing, no Distribution Date shall be deemed to
have occurred by reason of the public announcement (including the public
announcement prior to the date hereof) that J. P. Morgan & Co., Incorporated,
has acquired Beneficial Ownership of Voting Shares not exceeding 3,899,156 in
number;"
(iii) to provide that the definition of "Final Expiration Date" in Section 7(b)
shall be changed to August 25, 1999 (as compared to August 25, 1996, in the
Amended Agreement); and
(iv) to add the following paragraph (c) at the end of Section 28:
"(c) Prior to the Final Expiration Date, not less frequently than every
three years, the Company shall provide for holders of Voting Shares to vote, on
an advisory basis, on the question of whether the Final Expiration Date should
be extended or whether the Agreement should be allowed to expire in accordance
with its terms. Any such vote shall be nonbinding, shall be solely for
consideration by the Board of Directors, and shall have no legal effect
whatsoever."
Item 2. Exhibits
1. Amended and Restated Rights Agreement, dated as of April 6, 1990, by
and between Rohr Inc., formerly Rohr Industries, Inc., and The First National
Bank of Chicago.
2. Amendment No. 1, dated February 22, 1996, to Amended and Restated
Rights Agreement, dated as of April 6, 1990, by and between Rohr, Inc., formerly
Rohr Industries, Inc., and The First National Bank of Chicago.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this amendment to be signed on its
behalf by the undersigned, thereunto duly authorized.
ROHR, INC.
Date: March 14, 1997
By: /s/ WILLIAM BILLINGSLEA, JR.
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William Billingslea, Jr.
Corporate Counsel
and Assistant Secretary
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EXHIBIT INDEX
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<TABLE>
<CAPTION>
Sequentially
Numbered
Exhibit No. Page
- ---------- ------------
<S> <C>
1. Amended and Restated Rights Agreement, dated -
as of April 6, 1990, by and between Rohr, Inc.,
formerly Rohr Industries, Inc., and The First
National Bank of Chicago, incorporated herein
by reference to Item 7 on Form 8-K dated as of
April 6, 1990.
2. Amendment No. 1, dated February 22, 1996, 4-5
to Amended and Restated Rights Agreement,
dated as of April 6, 1990, by and between
Rohr, Inc., formerly Rohr Industries, Inc.,
and The First National Bank of Chicago.
</TABLE>
___________________________________________________
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EXHIBIT 2
ROHR, INC.
(FORMERLY ROHR INDUSTRIES, INC.)
and
THE FIRST NATIONAL BANK OF CHICAGO
Rights Agent
AMENDMENT NO. 1
to
AMENDED AND RESTATED RIGHTS AGREEMENT
Dated as of April 6, 1990
February 22, 1996
The undersigned do hereby amend the Amended and Restated Rights Agreement
dated as of April 6, 1990, by and between Rohr, Inc., formerly Rohr Industries,
Inc., a Delaware Corporation, and The First National Bank of Chicago, a
national banking association (the "Rights Agent"), as set forth herein.
Capitalized terms used herein which are defined in the Agreement are intended to
have the meanings set forth therein.
1. The following exception (iii) shall be added to the definition of
"Acquiring Person" in Section 1(a), at the end of the first sentence thereof:
"(iii) J. P. Morgan & Co., Incorporated, for so long as the
number of voting Shares Beneficially Owned by it does not exceed
3,899,156."
2. The following sentence shall be added at the end of Section 3(a):
"Notwithstanding the foregoing, no Distribution Date shall be
deemed to have occurred by reason of the public announcement
(including the public announcement prior to the date hereof) that
J. P. Morgan & Co., Incorporated, has acquired Beneficial
Ownership of Voting Shares not exceeding 3,899,156 in number."
3. The definition of "Final Expiration Date" in Section 7(b) shall be
changed to August 25, 1999.
4. The following paragraph (c) shall be added at the end of Section 28:
"(c) Prior to the Final Expiration Date, not less frequently than
every three years, the Company shall provide for holders of Voting
Shares to vote, on an advisory basis, on the question of whether the
Final Expiration Date should
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be extended or whether the Agreement should be allowed to expire in
accordance with its terms. Any such vote shall be nonbinding, shall be
solely for consideration by the Board of Directors, and shall have no
legal effect whatsoever."
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 ROHR, INC.
(FORMERLY ROHR INDUSTRIES, INC.)
By: /s/ WILLIAM BILLINGSLEA, JR. By: /s/ RICHARD W. MADSEN
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Name: William Billingslea, Jr. Name: Richard W. Madsen
Title: Corporate Counsel and Title: Vice President, General
Assistant Secretary Counsel and Secretary
ATTEST THE FIRST NATIONAL BANK OF CHICAGO
By: /s/ THOMAS A. FERRARI By: /s/ KEVIN J. LAURITA
-------------------------------- ----------------------------
Name: Thomas A. Ferrari Name: Kevin J. Laurita
Title: Vice President Title: Assistant Vice President
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