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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A1
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or 12(g) of the
Securities Exchange Act of 1934
GARDNER DENVER MACHINERY INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 76-0419383
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(State of Incorporation or Organization) (IRS Employer
Identification No.)
1800 Gardner Expressway Quincy, Illinois 62301
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(Address of Principal Executive offices) (ZIP Code)
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A(c)(1) please check
the following box. / /
If this form relates to the registration of a class of debt securities and is
to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A(c)(2) please check the following box. / /
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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Preferred Stock Purchase Rights New York Stock Exchange
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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 January 18, 1995, the Board of Directors of Gardner Denver
Machinery Inc. (the "Company") declared a dividend distribution of one right to
purchase Preferred Stock (the "Right") for each outstanding share of Company
Common Stock to stockholders of record at the close of business on January
30, 1995. Each Right entitles the registered holder to purchase from the
Company one one-hundredth of a share of Series A Junior Participating
Preferred Stock, par value $.01 per share (the "Preferred Stock"), at a
Purchase Price of $60 per one one-hundredth of a share, subject to
adjustment. The description and terms of the rights are set forth in a
Rights Agreement (the "Rights Agreement") between the Company and First
Chicago Trust Company of New York, as Rights Agent and the terms of the
Preferred Stock are set forth in the Certificate of Designation, Preferences
and Rights of the Preferred Stock that is Exhibit A to the Rights Agreement.
Each share of Preferred Stock entitles the holder to 100 votes
on all matters submitted to a vote of the stockholders of the Corporation.
The holders of the Preferred Stock and the holders of the Common Stock of
the Company will vote as one class on all matters submitted to a vote of
the Company's stockholders, except as summarized below. The Preferred Stock
is not redeemable and ranks junior to all other series of the Company's
preferred stock with respect to dividend payments and distribution of assets,
unless the terms of any such series provides otherwise. Subject to the prior
and superior rights of the holders of any shares of preferred stock, the
holders of the Preferred Stock are entitled to receive cumulative dividends
in preference to the holders of Common Stock, when and if declared by the
Board of Directors of the Company. Certain restrictions regarding dividend
payments and redemption or purchase of stock apply whenever dividends on
shares of Preferred Stock are in arrears. If dividends on any shares of
Preferred Stock have been in arrears in an amount equal to six quarterly
dividends, all holders of all series of preferred stock will be entitled
to vote as a separate class (i) to fill any vacancies, if any, in the Board
of Directors, up to two Directors; and (ii) to elect two members of the
Board of Directors, until such default has been corrected. Upon the
expiration of a default period, the rights of the holders of preferred
stock to elect directors ceases and the term of any director elected by
the holders of preferred stock terminates.
Initially, the Rights will be attached to all Common Stock
certificates representing shares then outstanding, and no separate Rights
Certificates will be distributed. The Rights will separate from the Common
Stock and a Distribution Date will occur upon the earlier of (i) 10 business
days following a public announcement that person or group of affiliated or
associated persons (an "Acquiring Person") has acquired, or obtained the
right to acquire, beneficial ownership of 20% or more of the outstanding
shares of Common Stock (the "Stock Acquisition Date"), or (ii) 10 business
days ( or such later date as the Board of Directors shall determine)
following the commencement of a tender or exchange offer that would result in
a person or group beneficially owning 20% or more of such outstanding shares
of Common Stock. Until the Distribution Date, (i) the Rights will be
evidenced by the Common Stock certificates and will be transferred with and
only with such Common Stock certificates, (ii) new Common Stock certificates
issued after January 30, 1995 will contain a notation incorporating the
Rights Agreement by reference, and (iii) the surrender for transfer of any
certificates for Common Stock outstanding will also constitute the transfer
of the Rights associated with the Common Stock represented by such
certificates. Pursuant to the Rights Agreement, the Company reserves the
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right to require prior to the occurrence of a Triggering Event (as defined
below) that, upon any exercise of Rights, a number of Rights be exercised so
that only whole shares of Preferred Stock will be issued.
The Rights are not exercisable until the Distribution Date and will
expire at the close of business on January 31, 2005, 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 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 prior to the
Distribution Date will be issued with Rights.
In the event that (i) the Company is the surviving corporation in a
merger or other business combination with an Acquiring Person (or any associate
or affiliate thereof) and its Common Stock remains outstanding and unchanged,
(ii) any person shall acquire beneficial ownership of more than 20% of the
outstanding shares of Common Stock (except pursuant to (A) certain
consolidations or mergers involving the Company or sales or transfers of the
combined assets or earning power of the Company and its subsidiaries or (B) an
offer for all outstanding shares of Common Stock at a price and upon terms
and conditions which a majority of the Continuing Directors (as defined below)
determines to be in the best interests of the Company and its stockholders) or
(iii) there occurs a reclassification of securities, a recapitalization of the
Company or any of certain business combinations or other transactions (other
than certain consolidations and mergers involving the Company and sales or
transfers of the combined assets or earning power of the Company and its
subsidiaries) involving the Company or any of its subsidiaries which has the
effect of increasing by more than 1% the proportionate share of any class of
the outstanding equity securities of the Company or any of its subsidiaries
beneficially owned by an Acquiring Person (or any associate or affiliate
thereof), each holder of a Right (other than the Acquiring Person and certain
related parties) will thereafter have the right to receive, upon exercise,
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
Right. However, Rights are not exercisable following the occurrence of either
of the events described above until such time as the Rights are no longer
redeemable by the Company as described below. Notwithstanding any of the
foregoing, following the occurrence of any of the events described in this
paragraph, 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.
For example, at an exercise price of $50 per Right, each Right not
owned by an Acquiring Person (or by certain related parties or transferees)
following an event set forth in the preceding paragraph would entitle its
holder to purchase $100 worth of Common Stock (or other consideration, as
noted above) for $50. Assuming that the Common Stock had a per share market
price of $10 at such time, the holder of each valid Right would be entitled
to purchase 10 shares of Common Stock for $50.
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
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surviving corporation, (ii) the Company is the surviving corporation in a
consolidation or merger pursuant to which all or part of the outstanding shares
of Common Stock are changed into or exchanged for stock or other securities of
any other person or cash or any other property or (iii) more than 50% of the
combined assets or earning power of the Company and its subsidiaries is sold or
transferred (in each case other than certain consolidations with, mergers with
and into, or sales of assets or earning power by or to subsidiaries of the
Company as specified in the Rights Agreement), 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, common stock of the acquiring company
having a value equal to two times the exercise price of the Right. The events
described in this paragraph and in the second preceding paragraph are referred
to as the "Triggering Events."
The Purchase Price payable, the number and kind of shares covered
by each Right and the number of Rights outstanding 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 Preferred Stock or securities convertible into
Preferred Stock 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, cash (excluding regular quarterly cash dividends), assets
(other than dividends payable in Preferred Stock) or of subscription rights
or warrants (other than those referred to in (ii) immediately above).
With certain exception, no adjustment in the Purchase Price will be
required until cumulative adjustments amount to at least 1% of the Purchase
Price. No fractional shares of Preferred Stock are required to be issued
(other than fractions which are integral multiples of one one-hundredth of a
share of Preferred Stock) and, in lieu thereof, the Company may make an
adjustment in cash based on the market price of the Preferred Stock on the
trading date immediately prior to the date of exercise.
At any time after any person or group becomes an Acquiring Person
and prior to the acquisition by such person or group of 50% or more of the
outstanding shares of Common Stock, the Board of Directors of the Company may
exchange the Rights (other than Rights owned by such person or group, which
will become void), in whole or in part, for shares of Common Stock at an
exchange ratio of one share of Common Stock (or in certain circumstances
Preferred Stock) per Right (subject to adjustment).
At any time until ten business days following the Stock Acquisition
Date, the Company may redeem the Rights in whole, but not in part, at a price
of $0.01 per Right (payable in cash, shares of Common Stock or other
consideration deemed appropriate by the Board of Directors). 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.
The term "Continuing Director" means any member of the Board of
Directors of the Company who was a member of the Board prior to the date of
the Rights Agreement, and any person who is subsequently elected to the Board
if such person is recommended or approved by a
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majority of the continuing Directors, but shall not include an Acquiring
Person, or an affiliate or associate of an Acquiring Person, or any
representative of the foregoing entities.
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 Common Stock (or other consideration) of
the Company or for common stock of the acquiring company as set forth above
or in the event that the Rights are redeemed.
Other than those 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
interest of any Acquiring Person) or to shorten or lengthen any time period
under the Rights Agreement; provided, however, that no amendment to adjust the
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time period governing redemption shall be made at such time as the Rights are
not redeemable.
The Rights have certain anti-takeover effects. The Rights will
cause substantial dilution to a person or group that attempts to acquire the
Company without conditioning the offer 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 of the Company since
the Board of Directors may, at its option, at any time prior to the close of
business on the earlier of (i) the tenth business day following the Stock
Acquisition Date or (ii) January 31, 2005, redeem all but not less than all
of the then outstanding Rights at $.01 per Right.
The Rights Agreement between the Company and First Chicago Trust
Company of New York as Rights Agent, specifying the terms of the Rights,
including as Exhibit A thereto the Certificate of Designation, Preferences
and Rights of the Preferred Stock and as Exhibit B thereto the form of
Rights Certificate, is filed as Exhibit 4 to Form 8-K, dated January 18, 1995,
and is incorporated herein by reference. The foregoing description of the
Rights does not purport to be complete and is qualified in its entirety by
reference to such Exhibit.
Item 2. Exhibits.
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1. Rights Agreement dated as of January 18, 1995 between Gardner
Denver Machinery Inc. and First Chicago Trust Company of New
York as Rights Agent, filed as Exhibit 4 to Form 8-K, dated
January 18, 1995, and 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
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, thereto duly authorized.
GARDNER DENVER MACHINERY INC.
Date: August 21, 1997 By: /s/Ross J. Centanni
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Name: Ross J. Centanni
Title: President and Chief Executive Officer
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EXHIBIT INDEX
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Exhibit Description
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1 Rights Agreement dated as of January 18, 1995 between Gardner
Denver Machinery Inc. and First Chicago Trust Company of New
York as Rights Agent filed as Exhibit 4 to Form 8-K, dated
January 18, 1995, and 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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