SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
ENESCO GROUP, INC.
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(Exact name of registrant as specified in its charter)
Massachusetts 04-1864170
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(State of incorporation or organization) (IRS Employer
Identification No.)
333 Western Avenue, Westfield, Massachusetts 01085
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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
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Common Stock Purchase Rights New York Stock Exchange, Inc.
Pacific Exchange, Inc.
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)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Securities to be Registered.
On July 22, 1998, the Board of Directors of Enesco Group, Inc.,
formerly known as Stanhome Inc., (the "Company"), renewed its existing
Rights Agreement, dated as of September 7, 1988, between the Company and
The Connecticut Bank and Trust Company, N.A., as amended (the "Existing
Rights Agreement"), by adopting a Renewed Rights Agreement between the
Company and ChaseMellon Shareholder Services, L.L.C., as rights agent (the
"Renewed Rights Agreement"). Pursuant to the Renewed Rights Agreement, the
Company will declare a dividend distribution of one Right for each share of
the Company's common stock, par value $.125 per share (the "Common Stock"),
outstanding upon the "Expiration Date" under the Existing Rights Agreement
(the "Record Date"), and for each share of Common Stock issued or
transferred from the Company's treasury between the Record Date and the
Distribution Date (as defined in the Renewed Rights Agreement), and under
certain circumstances thereafter. The Record Date is expected to occur on
September 21, 1998, but may occur in advance of that time under certain
circumstances. The new Rights are redeemable under certain circumstances
at $.01 per Right and will expire on July 22, 2008, subject to extension or
earlier redemption.
The description and terms of the Rights are set forth in the
Renewed Rights Agreement. Capitalized terms used and not defined herein
shall have the respective meanings ascribed to such terms in the Renewed
Rights Agreement.
Initially, the Rights will be attached to all certificates
representing shares of Common Stock, 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,
subject to extension by the Company's Board of Directors, following a
public announcement by the Company that a person or group of affiliated or
associated persons, with certain exceptions (an "Acquiring Person"), has
acquired beneficial ownership of 15% or more of the outstanding shares of
Common Stock (the date of such announcement being the "Stock Acquisition
Date") or (ii) 10 business days, subject to extension by the Company's
Board of Directors, following the commencement of a tender offer or
exchange offer that would result in a person becoming an Acquiring Person.
Until the Distribution Date, (i) the Rights will be evidenced by
the legend on the certificates for Common Stock, respectively, and will be
transferred with and only with such Common Stock certificates and (ii) the
surrender for transfer of any Common Stock certificates will also
constitute the transfer of the Rights associated with the Common Stock
represented by such certificates.
The Rights are not exercisable until the Distribution Date and
will expire on July 22, 2008 (the "Final Expiration Date"), subject to
extension by the Company's Board of Directors, unless the Rights are
earlier redeemed or expire under the terms of the Renewed Rights Agreement.
As soon as practicable after 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 from and after the Distribution Date, the separate
Rights Certificates alone will evidence the Rights. Except as otherwise
required by the Renewed Rights Agreement or determined by the Board of
Directors of the Company, only shares of Common Stock issued prior to the
Distribution Date will be issued with Rights.
In the event (a "Flip-In Event") a Person becomes an Acquiring
Person (except pursuant to a tender or exchange offer for all outstanding
shares of Common Stock at a price and on terms which a majority of the
Company's Outside Directors determines to be fair to and otherwise in the
best interests of the Company and its stockholders (a "fair offer")), each
holder of a Right will thereafter have the right to receive, upon exercise
of such Right, Common Stock (or, in certain circumstances, cash, property
or other securities of the Company) having a Current Market Price equal to
two times the Purchase Price of the Right. Notwithstanding the foregoing,
following the occurrence of a Flip-In Event, all Rights that are, or (under
certain circumstances specified in the Renewed Rights Agreement) were,
beneficially owned by certain Acquiring Persons (or by certain related
parties) will be null and void in the circumstances set forth in the
Renewed Rights Agreement. However, Rights will not be exercisable
following the occurrence of any Flip-In Event until such time as the Rights
are no longer redeemable by the Company as set forth below.
In the event (a "Flip-Over Event") that, at any time on or after
the Stock Acquisition Date, (i) the Company shall take part in a merger or
other business combination transaction (with certain exceptions) and the
Company shall not be the surviving entity or (ii) the Company shall take
part in a merger or other business combination transaction (with certain
exceptions) in which all or part of the outstanding shares of Common Stock
are changed or exchanged or (iii) 50% or more of the Company's assets or
earning power is sold or transferred, 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, a number of shares of common
stock of the acquiring company having a Current Market Price equal to two
times the Purchase Price of the Right.
At any time until 10 business days, subject to extension by the
Company's Board of Directors, following the Stock Acquisition Date, the
Company may redeem the Rights in whole, but not in part, at a price of $.01
per Right, subject to adjustment, payable, at the option of the Company, in
cash, Common Stock or such other consideration as the Board of Directors
may deem appropriate. Immediately upon the effectiveness of the action of
the Company's 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 per Right 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.
The terms of the Rights and other certain key financial terms may
be amended by the Board of Directors of the Company prior to the
Distribution Date. Thereafter, the provisions of the Renewed Rights
Agreement may be amended by the Board of Directors of the Company only in
order to cure any ambiguity, defect or inconsistency, to make changes which
do not adversely affect the interests of holders of Rights (excluding the
interests of any Acquiring Person and certain other related parties) or to
shorten or lengthen any time period under the Renewed Rights Agreement;
provided, however, that no amendment to lengthen the time period governing
redemption shall be made at such time as the Rights are not redeemable, or
any other time period unless such lengthening is for the purpose of
protecting, enhancing or clarifying the rights of, or the benefits to, the
holders of Rights (other than an Acquiring Person or an Affiliate of an
Acquiring Person).
As of June 30, 1998, there were 16,088,446 shares of Common Stock
outstanding and 9,139,794 shares of Common Stock in the Company's treasury.
Each share of Common Stock outstanding on the Record Date will receive one
Right. As long as the Rights are attached to the Common Stock, the Company
will issue one Right for each share of Common Stock issued or transferred
from the Company's treasury between the Record Date and the Distribution
Date, so that all such shares will have attached Rights.
The Rights have certain anti-takeover effects. The Rights will
cause substantial dilution to a person or group that attempts to acquire
the Company on an unsolicited basis without conditioning the offer on
either redemption of the Rights or 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.
The form of Renewed Rights Agreement between the Company and the
Rights Agent specifying the terms of the Rights, which includes as Exhibit
A the form of Rights Certificate, is attached hereto as Exhibit 1 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 Exhibit 1.
Item 2. Exhibits.
1. Form of Renewed Rights Agreement, dated as of July 22, 1998,
between Enesco Group, Inc. and ChaseMellon Shareholder
Services, L.L.C. (which includes as Exhibit A thereto the
Form of Rights Certificate)(1)
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(1) Incorporated herein by reference to Exhibit 4 to the Registrant's
Current Report on Form 8-K dated July 23, 1998 (File No. 0-1349).
SIGNATURE
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.
ENESCO GROUP, INC.
Dated: September 9, 1998 By: /s/ Jeffrey A. Hutsell
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Name: Jeffrey A. Hutsell
Title: President and Chief
Executive Officer
INDEX TO EXHIBITS
Exhibit
No. Exhibit
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1. Form of Renewed Rights Agreement,
dated as of July 22, 1998, between
Enesco Group, Inc. and ChaseMellon Shareholder
Services, L.L.C. (which includes as
Exhibit A thereto the Form of Rights
Certificate)
