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 5, 1996
Baldor Electric Company
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(Exact name of registrant as specified in its charter)
Missouri 1-7284 43-0168840
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(State or other jurisdiction (Commission File (IRS Employer Identification
of incorporation) Number) No.)
5711 R.S. Boreham Jr St, Fort Smith, Arkansas 72902
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (501) 646-4711
(Former name or former address, if changed since last report.)
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Item 5. Other Events.
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 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 of February 5, 1996. A copy of the Amendment is filed as Exhibit
4(i)(2) hereto and 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.
Item 7. Financial Statements, Pro Forma Financial Statements, and Exhibits
C. Exhibits
4 Instruments Defining the Rights of Security Holders, Including
Indentures
4(i)(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. The Rights Agreement 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 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").
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4(i)(2) Amendment No. 1 to the Rights Agreement dated as of
February 5, 1996. This document was filed as Exhibit
2 to the Company's Report on Form 8-A/A filed with
the SEC on March 21, 1996, and is incorporated herein
by reference.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report on Form 8-K to be signed on its
behalf by the undersigned hereunto duly authorized.
BALDOR ELECTRIC COMPANY
By: /s/ R.L. Qualls
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R. L. Qualls
President and Chief Executive Officer
Date: March 22, 1996
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EXHIBIT INDEX
These Exhibits are numbered in accordance with the Exhibit Table of
Item 601 of Regulation S-K:
Exhibit No. Description
1 Omitted -- Inapplicable.
2 Omitted -- Inapplicable.
4(i) (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. 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
("SEC") on May 16, 1988 and 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 Rights Agreement 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. This document was filed as
Exhibit 2 to the Company's Current Report on Form 8-A/A
filed with the Securities and Exchange Commission
on March 21, 1996, and is incorporated herein by
reference.
16 Omitted -- Inapplicable.
17 Omitted -- Inapplicable.
20 Omitted -- Inapplicable.
23 Omitted -- Inapplicable.
24 Omitted -- Inapplicable
27 Omitted -- Inapplicable.
