FORM 8-A/A
(Amendment No. 1)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Baldor Electric Company
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(Exact name of registrant as specified in its charter)
Missouri 43-0168840
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(State of incorporation (I.R.S. Employer
or organization) Identification No.)
5711 R.S. Boreham Jr St, Fort Smith, Arkansas 72902
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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 which
to be so registered each class is to be registered
Common Stock Purchase Rights New York Stock Exchange
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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(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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At a meeting held on February 5, 1996, the Board of Directors
of Baldor Electric Company, a Missouri corporation (the "Company"),
approved Amendment No. 1 (the "Amendment") to the Rights Agreement dated
as of May 6, 1988, between the Company and Wachovia Bank of North
Carolina, N.A. (formerly chartered under the name "Wachovia Bank and
Trust Company, N.A."), as Rights Agent (the "Rights Agent") (the "Rights
Agreement"). Unless otherwise defined herein, all capitalized terms
used herein shall have the meanings given to them in the Rights
Agreement. The Amendment amends and changes the provisions of Sections
7(a) and 7(b) of the Rights Agreement so that (i) the expiration date is
changed from May 25, 1998 to May 25, 2008; and (ii) the Purchase Price
is changed from $75.00 to $120.00. The Amendment also amends and
changes the provisions of Section 9(a) of the Rights Agreement so that
the Company no longer needs to reserve any Common Stock for issuance
pursuant to the Rights Agreement until the Rights become exercisable.
All of the above-mentioned changes are to be effective as February 5,
1996. A copy of the Amendment is filed as Exhibit 2 hereto and is
incorporated herein by reference. The foregoing description of the
Amendment does not purport to be complete and is qualified in its
entirety by reference to the Amendment.
Pursuant to Rule 12b-15 promulgated under the Securities and
Exchange Act of 1934, the following sets forth the complete text of
"Item 1. Description of the Registrant's Securities to be Registered,"
of the Company's Form 8-A as filed with the Securities and Exchange
Commission on May 16, 1988, as amended by this Form 8-A/A.
On May 6, 1988, the Board of Directors of Baldor Electric Company
(the "Company") declared a dividend distribution of one Right for each
outstanding share of common stock, $.10 par value (the "Common Stock"),
of the Company to shareholders of record at the close of business on May
25, 1988 (the "Record Date"). Except as set forth below, each Right,
when exercisable, entitles the registered holder to purchase from the
Company one share of Common Stock, at a price of $120.00 per share (the
"Exercise Price"), subject to adjustment. The description and terms of
the Rights are set forth in a Rights Agreement (the "Rights Agreement")
between the Company and Wachovia Bank and Trust Company, N.A., as Rights
Agent.
Initially, the Rights will be attached to all Common Stock
certificates representing shares then outstanding, and no separate Right
certificates will be distributed. Until the earlier to occur of (i) a
public announcement that, without the prior consent of the Company, a
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 Common Stock of the Company
(the "Stock Acquisition Date") or (ii) ten days (unless such date is
extended by the Board of Directors) following the commencement of (or a
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public announcement of an intention to make) a tender offer or exchange
offer which would result in any person or group and related persons
becoming an Acquiring Person, without the prior consent of the Company
(the earlier of such dates being called the "Distribution Date"), the
Rights will be evidenced, with respect to any of the Common Stock
certificates outstanding as of the Record Date, by such Common Stock
certificate together with this Summary of Rights. A person shall not be
deemed to be an Acquiring Person, and therefore the Right Certificates
will not be distributed, if the person represents to the Company that:
(i) the person did not intend to beneficially own 20% or more of the
Company's Common Stock; (ii) the person intends to sell, within five (5)
business days, enough shares so he will beneficially own less than 20%
of the Company's Common Stock; and, (iii) such person in fact sells such
shares to an unaffiliated party or parties and someone other than the
Company. The Rights Agreement provides that, until the Distribution
Date, the Rights will be transferred with and only with Common Stock
certificates. From as soon as practicable after the Record Date and
until the Distribution Date (or earlier redemption or expiration of the
Rights), new Common Stock certificates issued after the Record Date upon
transfer or new issuance of the 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 Common Stock outstanding as of the
Record Date (with or without this Summary of Rights attached) will also
constitute the transfer of the Rights associated with the Common Stock
represented by such certificate. As soon as practicable following the
Distribution Date, separate certificates evidencing the Rights ("Rights
Certificates") will be mailed to holders of record of the Common Stock
as of the close of business on the Distribution Date, and the separate
Rights Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date. The
Rights will expire on the earliest of (i) May 25, 2008, (ii) upon
consummation of a merger transaction with a person or group who acquired
Common Stock pursuant to a Permitted Offer (as defined below), and is
offering in the merger the same price per share and form of
consideration paid in the Permitted Offer, and (iii) upon redemption by
the Company as described below.
The Exercise Price payable, and the number of shares of Common
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 Common Stock, (ii) upon the grant to holders
of the Common Stock of certain rights or warrants to subscribe for
Common Stock, certain convertible securities or securities having the
same or more favorable rights, privileges and preferences as the Common
Stock at less than the current market price of the Common Stock or (iii)
upon the distribution to holders of the Common Stock of evidences of
indebtedness or assets (excluding regular quarterly cash dividends out
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of earnings or retained earnings) or of subscription rights or warrants
(other than those referred to above).
In the event that, after the Stock Acquisition Date, the Company
is involved in a merger or other business combination transaction in
which the Common Stock is exchanged or changed, or 50% or more of the
Company's assets or earning power are sold (in one transaction or a
series of transactions), proper provision shall be made so that each
holder of a Right shall thereafter have the right to receive, upon the
exercise thereof at the then current Exercise Price of the Right, that
number of shares of common stock of the acquiring company (or, in the
event there is more than one acquiring company, the acquiring company
receiving the greatest portion of the assets or earning power
transferred) which at the time of such transaction would have a market
value of two times the Exercise Price of the Right (such right being
called the "Merger Right").
In the event that a person becomes the beneficial owner of 20% or
more of the then outstanding shares of Common Stock of the Company
(unless pursuant to a tender or exchange offer for all outstanding
shares of Common Stock at a price and on terms, which in the opinion of
a majority of the independent directors is fair to and in the best
interests of the Company and its shareholders (a "Permitted Offer")),
proper provision shall be made so that each holder of a Right will for a
60 day period thereafter have the right to receive upon exercise that
number of shares of Common Stock having a market value of two times the
Exercise Price of the Right, subject to the availability of a sufficient
number of authorized but unissued shares (such right being called the
"Subscription Right"). The 60 day subscription period may be increased
or decreased by the Board of Directors. The holder of a Right will
continue to have the Merger Right whether or not such holder exercises
the Subscription Right.
Upon the occurrence of any of the events giving rise to the
exercisability of the Subscription Right or the Merger Right, any Rights
that are or were at any time owned by an Acquiring Person engaging in
any of such transactions or receiving the benefits thereof on or after
the time the Acquiring Person becomes such shall become void insofar as
they relate to the Subscription Right or the Merger Right.
With certain exceptions, no adjustments in the Exercise Price will
be required until cumulative adjustments require an adjustment of at
least 1% in such Exercise Price. No fractions of shares 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 date prior to the
date of exercise.
At any time prior to the earlier to occur of (i) the Stock
Acquisition Date or (ii) the expiration of the Rights, the Company may
redeem the Rights in whole, but not in part, at a price of $.05 per
Right (the "Redemption Price"), which redemption shall be effective upon
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the action of the Board of Directors. Additionally, after the Stock
Acquisition Date the Company may redeem the then outstanding Rights in
whole, but not in part, at the Redemption Price provided that: (i) such
redemption is incidental to a merger or other business combination
transaction or series of transactions involving the Company but not
involving an Acquiring Person or any person who was an Acquiring Person,
(ii) such redemption is prior to commencement of the period during which
the Subscription Right may be exercised (the "Subscription Period") and
the Acquiring Person reduces his ownership to less than 5% in
transactions not involving the Company and there is no other Acquiring
Person, or (iii) such redemption is following expiration of the
Subscription Period and for as long as an Acquiring Person beneficially
owns securities representing less than 20% of the Company's Common
Stock. The redemption of Rights described in the preceding sentence
shall be effective only as of such time when the Subscription Right is
not exercisable, and in any event, only after 10 business days prior
notice. Upon the effective date of the redemption of the Rights, the
right to exercise the Rights will terminate and the only right of the
holders of Rights will be to receive the Redemption Price.
Until a Right is exercised, the holder thereof, as such, will have
no rights as a shareholder of the Company, including, without
limitation, the right to vote or to receive dividends.
The form of Rights Agreement between the Company and the Rights
Agent specifying the terms of the Rights, which includes as Exhibits the
form of Rights Certificate and the form of Summary of Rights, as amended
by Amendment No. 1, is incorporated by reference to Exhibit 4(i) to the
Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1994 and to Exhibit No. 2 to this Form 8-A/A, and the foregoing
description of the Rights is qualified by reference to such Rights
Agreement as amended by Amendment No. 1.
Item 2. Exhibits.
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1. Rights Agreement, dated as of May 6, 1988, between Baldor
Electric Company, a Missouri corporation, and Wachovia Bank of North
Carolina, N.A. (formerly chartered under the name "Wachovia Bank and
Trust Company, N.A.") a national banking association, as Rights Agent
(the "Rights Agreement"), which includes as Exhibit A thereto, the form
of Rights Certificate and as Exhibit B thereto, the Summary of Rights to
Purchase Common Stock. The Rights Agreement was originally filed as
Exhibit 1 to the Company's Current Report on Form 8-K filed with the
Securities and Exchange Commission on May 16, 1988, and was subsequently
refiled on March 30, 1995 as Exhibit 4(i) to the Company's Annual Report
on Form 10-K for the fiscal year ended December 31, 1994 ("Fiscal 1994
10-K").
2. Amendment No. 1 to the Rights Agreement dated as of
February 5, 1996.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this amendment on
Form 8-A/A to its Registration Statement to be signed on its behalf by
the undersigned, thereto duly authorized.
Baldor Electric Company
(Registrant)
Date: March 21, 1996 By: /s/ Lloyd G. Davis
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Lloyd G. Davis
Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
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1 Rights Agreement, dated as of May 6, 1988, between Baldor
Electric Company, a Missouri corporation, and Wachovia
Bank of North Carolina, N.A. (formerly chartered under
the name "Wachovia Bank and Trust Company, N.A."), as
Rights Agent (the "Rights Agreement"), which includes,
as Exhibit A thereto, the form of Rights Certificate and
as Exhibit B thereto, the Summary of Rights to Purchase
Common Stock. This document was filed as Exhibit 1 to
the Company's Current Report on Form 8-K filed with the
Securities and Exchange Commission (the "SEC") on May 16,
1988 and was subsequently refiled with the SEC on March
30, 1995 as Exhibit 4(i) to the Company's Annual Report
on Form 10-K for the fiscal year ended December 31, 1994
("Fiscal 1994 10-K"). The aforementioned document is
incorporated herein by reference to Exhibit 4(i) of the
Fiscal 1994 10-K.
2 Amendment No. 1 to the Rights Agreement dated as of
February 5, 1996.
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BALDOR ELECTRIC COMPANY
AMENDMENT #1
TO THE
RIGHTS AGREEMENT
This Amendment #1 to the Rights Agreement (the "Amendment") is made and entered
into as of February 5, 1996, by and between Baldor Electric Company, a
Missouri corporation(the "Company"), and Wachovia Bank of North Carolina, N.A.
(the "Rights Agent").
Recitals
1. The Company and the Rights Agent executed a Rights Agreement (the "Rights
Agreement") dated May 6, 1988. Any capitalized, but undefined, terms
used herein shall have the meaning ascribed to them in the Rights
Agreement.
2. Section 9(a) of the Rights Agreement requires the Company to reserve a
number of shares of its Common Stock that will be sufficient to permit
the exercise in full of all outstanding Rights. The Company cannot
determine the number of shares necessary to be so reserved until the
Rights become exercisable and the Rights are not now exercisable;
accordingly, the Company now desires to amend the Rights Agreement,
as provided herein, to modify its obligation to reserve shares of
Common Stock.
3. Section 7(a) establishes the Expiration Date and the Final Expiration Date
of the Rights based on the earlier to occur of certain events, one of which
is set forth in Subsection (a)(i) of Section 7 and is the Close of Business
on May 25, 1998. The Company now desires to change the date reference in
Section 7(a)(i) to May 25, 2008.
4. Section 7(b) of the Rights Agreement provides that the Purchase Price shall
initially be $75.00, subject to adjustment as provided in the Rights
Agreement. After appropriate adjustments, the Purchase Price is currently
$18.50. The Company now desires to amend the Rights Agreement, as
provided herein, to increase the Purchase Price.
5. Pursuant to Section 26 of the Rights Agreement, the Company and the Rights
Agent are authorized to amend the Rights Agreement without the approval of
any holders of Rights Certificates if, prior to the Distribution Date, the
Company deems the change to be necessary or desirable, and the Rights Agent
determines that such change will not adversely affect its interest under
the Rights Agreement. The Company so deems it desirable and in the best
interests of the Company and its shareholders to amend and change the
provisions of the following:
a. Section 9(a) of the Rights Agreement, so the Company does not need to
reserve any Common Stock for issuance under the rights Agreement until
the Rights become exercisable;
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b. Section 7(a)(i) of the Rights Agreement, to change the expiration date
reference therein to May 25, 2008, from May 25, 1998; and
c. Section 7(b) of the Rights Agreement, to increase the Purchase Price as
provided herein. The Rights Agent has determined that such amendments
and changes will not adversely affect its interests under the Rights
Agreement.
NOW, THEREFORE, in consideration of the foregoing Recitals, the mutual agree-
ments contained herein and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Reservation of Common Stock Amendment. Section 9(a) of the Rights Agreement
is hereby amended in its entirety to read as follows:
"The Company covenants and agrees that, from and after such time as the
Rights become exercisable and subject to the provisions of Section 11(b)
hereof, it will cause to be reserved and kept available out of its
authorized and unissued shares of Common Stock, or any authorized and
issued shares of Common Stock held in its treasury, the number of
shares of Common Stock that will be sufficient to permit the exercise
in full of all outstanding Rights."
2. Change of Expiration Date Amendment. Section 7(a)(i) of the Rights
Agreement is hereby amended in its entirety to read as follows:
"Subject to Sections 7(e) and 23(a) hereof, the registered holder of any
Rights Certificate at any time after the Distribution Date upon surrender
of the Rights Certificate, with the form of election to purchase on the
reverse side thereof including the certificate contained therein duly
executed, to the Rights Agent at the principal corporate trust office
of the Rights Agent, together with payment of the Purchase Price for
each share of Common Stock as to which the Rights are exercised prior
to the earlier of:
a. the Close of Business on May 25, 2008, subject to the extension as
provided in Section 12(c) hereof (the "Final Expiration Date");
b. the time at which the Rights are redeemed as provided in Section
23 hereof; or
c. consummation of a transaction contemplated by Section 12(d) (such
earlier time being herein referred to as the "Expiration Date")."
3. Purchase Price Amendment. Section 7(b) of the Rights Agreement is hereby
amended in its entirety to read as follows:
"Effective February 5, 1996, the Purchase Price for each share of
Common Stock pursuant to the exercise of a Right shall be $120.00 and
shall be subject to adjustment from time to time thereafter as provided
in Section 13 hereof and shall be payable in lawful money of the
United States of America in accordance with Paragraph (c) below."
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4. Savings Clause. All of the provisions of the Rights Agreement not amended
by this Amendment shall remain in full force and effect.
5. Miscellaneous.
a. This Amendment, as it amends the Rights Agreement, constitutes the entire
agreement and understanding of the parties with respect to the subject
matter hereof, and it supersedes all prior negotiations, commitments,
representations, and undertakings of the parties with respect to the
subject matter hereof.
b. This Amendment shall be binding upon and inure to the benefit of the
Company, the Rights Agent, and their respective successors and permitted
assigns.
c. This Amendment shall be deemed to be a contract made under the laws of
the State of Missouri and for all purposes shall be governed by and
construed in accordance with the laws of such State applicable to
contracts made and to be performed entirely with such State.
d. This Amendment may be executed in any number of counterparts and each of
such counterparts shall for all purposes be deemed to be an original,
and all such counterparts shall together constitute but one and the same
instrument.
IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed
and their respective corporate seals to be hereto affixed and attested, all on
the day and year first above written.
ATTEST: BALDOR ELECTRIC COMPANY
By: /s/ Lloyd G. Davis By: /s/ R. L. Qualls
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Lloyd G. Davis R. L. Qualls
Secretary President and Chief Executive Officer
ATTEST: WACHOVIA BANK OF NORTH CAROLINA, N.A.
By: /s/ Deborah N. Keaton By: /s/ Robert W. Seifert
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Vice President Vice President
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OFFICER'S CERTIFICATE
The undersigned, Lloyd G. Davis, the duly authorized Secretary of Baldor
Electric Company (the "Company"), hereby certifies that, pursuant to Section 26
of the Rights Agreement (the "Rights Agreement") dated May 6, 1988, by and
between the Company and Wachovia Bank of North Carolina, N.A., the attached
Amendment #1 to the Rights Agreement is in compliance with Section 26 of the
Rights Agreement.
IN WITNESS WHEREOF, the undersigned has executed this Officer's Certificate as
of this 5th day of February, 1996.
/s/ Lloyd G. Davis
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Lloyd G. Davis
Secretary
