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FORM 8 - A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
OM Group, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 52-1736882
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(State of incorporation or organization) (I.R.S. Employer
Identification No.)
3800 Terminal Tower, Tower City
Cleveland, Ohio 44113-2204
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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
to be so registered which each class is to be registered
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Stock Purchase Rights New York Stock Exchange
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 to be Registered
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Rights to Purchase Preferred Stock
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On November 5, 1996, the Board of Directors of OM Group, Inc. (the
"Company") declared a dividend distribution of one Right for each outstanding
share of Common Stock, $.01 par value, of the Company (the "Common Stock") to
stockholders of record on November 15, 1996 (the "Record Date"). Each Right
entitles the registered holder thereof to purchase from the Company a unit
consisting of one one-hundredth (a "Unit") of a share of Series A Participating
Preferred Stock, $.01 par value, of the Company (the "Preferred Stock") at a
Purchase Price of $160 per Unit, subject to adjustment. The description and
terms of the Rights are set forth in the Stockholder Rights Agreement (the
"Rights Agreement") between the Company and National City Bank, as Rights Agent.
Initially, the Rights will be attached to all certificates representing
shares of Common Stock then outstanding, and no separate Rights Certificate will
be distributed. The Rights will separate from the shares of Common Stock and a
Distribution Date will occur upon the earlier of (i) ten days following a public
announcement that a person or group of affiliated or associated persons (an
"Acquiring Person") has acquired, or obtained the right to acquire, beneficial
ownership of 15% or more of the outstanding shares of Common Stock (the "Stock
Acquisition Date") and (ii) ten Business Days (or such later date as the Board
of Directors may determine) following the commencement of a tender offer or
exchange offer that would result in a person or group beneficially owning 15% or
more of such outstanding shares of Common Stock. Until the Distribution Date,
(x) the Rights will be evidenced by the Common Stock share certificates and will
be transferred with and only with such Common Stock share certificates, (y) the
surrender for transfer of any Common Stock share certificate to which Rights are
attached will also constitute the transfer of the Rights associated with the
shares of Common Stock represented by such certificate, and (z) the surrender of
any Common Stock share certificate either for redemption of such shares or for
conversion or exchange of such shares into or for any other security will also
constitute the surrender of the Rights associated with such shares.
The Rights are not exercisable until the Distribution Date and will
expire at the Close of Business on November 14, 2006, unless earlier redeemed by
the Company as described below.
As soon as practicable after the Distribution Date, Rights Certificates
will be mailed to holders of record of the outstanding shares of Common Stock as
of the Close of Business on the Distribution Date and, thereafter, the separate
Rights Certificates alone will represent the Rights. Except as otherwise
determined by the Board of Directors, only shares of Common Stock issued on or
prior to the Distribution Date will be issued with Rights.
In the event that at any time after November 5, 1996, any Person becomes
an Acquiring Person (a "Flip-In Event"), then each holder of a Right will
thereafter have the right to receive, upon exercise, shares of Common Stock (or,
in certain circumstances, cash, property or other securities of the Company)
having a value equal to two times the exercise price of the
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Right. Notwithstanding any of the foregoing, upon the occurrence of a Flip-In
Event, all Rights that are, or (under certain circumstances specified in the
Rights Agreement) were, beneficially owned by any Acquiring Person will be null
and void. However, Rights are not exercisable following the occurrence of a
Flip-In Event until such time as the Rights are no longer redeemable by the
Company as set forth below.
For example, at an exercise price of $160 per Right, each Right not owned
by an Acquiring Person (or by certain related parties) following an event set
forth in the preceding paragraph would entitle its holder to purchase $320 worth
of Common Stock (or other consideration, as noted above) for $160. Assuming that
the Common Stock had a per share value of $40 at such time, the holder of each
valid Right would be entitled to purchase 8 shares of Common Stock for $160.
In the event that, at any time following the Stock Acquisition Date, (i)
the Company is acquired in a merger or other business combination transaction in
which the Company is not the surviving corporation, (ii) any Person merges with
or into the Company and all or part of the outstanding shares of Common Stock
are changed into or exchanged for securities of any other Person or cash or
other property or (iii) 50% or more of the Company's assets or earning power is
sold or transferred (each, a "Flip-Over Event"), then the provisions of the
second preceding paragraph shall be of no further effect and each holder of a
Right (except Rights which previously have been voided as set forth above) shall
thereafter have the right to receive, upon exercise, shares of common stock of
the acquiring company having a value equal to two times the exercise price of
the Right. Any Flip-In Event or Flip-Over Event is referred to as a "Triggering
Event."
The Purchase Price payable, and the number of Units of Preferred Stock or
other securities or property issuable, upon exercise of the Rights are subject
to adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the Preferred
Stock, (ii) if holders of the Preferred Stock are granted certain rights or
warrants to subscribe for additional shares of Preferred Stock or convertible
securities at less than the current market price of the Preferred Stock, or
(iii) upon the distribution to holders of the Preferred Stock of evidences of
indebtedness or assets (excluding regular quarterly cash dividends) or of
subscription rights or warrants (other than those referred to above).
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments amount to at least 1% of the Purchase
Price. No fractional Units will be issued and, in lieu thereof, an adjustment in
cash will be made based on the market price of the Preferred Stock on the last
trading date prior to the date of exercise.
Until the earlier of (i) ten days following the Stock Acquisition Date
and (ii) the close of business on November 14, 2006, the Company may redeem the
Rights in whole, but not in part, at a price of $.01 per Right. After the
redemption period has expired by reason of clause (i) of this paragraph, the
Company's right of redemption may be reinstated if an Acquiring Person reduces
his beneficial ownership to 10% or less of the outstanding shares of Common
Stock in a transaction or series of transactions not involving the Company.
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Immediately upon the action of the Board of Directors ordering redemption of the
Rights, the Rights will terminate and the only right of the holders of Rights
will be to receive the $.01 redemption price.
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 or to the Company, stockholders may, depending upon
the circumstances, recognize taxable income in the event that the Rights become
exercisable for full shares of Common Stock (or other consideration) of the
Company or for common stock of the acquiring company as set forth below.
Other than certain provisions relating to the principal economic terms of
the Rights, any of the provisions of the Rights Agreement may be amended by the
Board of Directors of the Company 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, to make changes which do not adversely
affect the interests of holders of Rights (excluding the interests of any
Acquiring Person), or to shorten or lengthen any time period under the Rights
Agreement; provided, however, that no amendment to adjust the time period
governing redemption shall be made at such time as the Rights are not
redeemable.
A copy of the Rights Agreement will be filed with the Securities and
Exchange Commission as an Exhibit to the Company's Current Report on Form 8-K. A
copy of the Rights Agreement is available free of charge from the Rights Agent,
on behalf of 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 2. Exhibits
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1. Rights Agreement dated as of November 5, 1996, as filed as an
Exhibit to Form 8-K filed by Registrant on November 25, 1996, is
incorporated herein by reference.
2. All exhibits required by Instruction II to Item 2 will be
supplied to the New York Stock Exchange.
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SIGNATURES
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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.
OM GROUP, INC.
By /s/ James M. Materno
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Chief Financial Officer
Dated: 11/27/96
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