SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF
SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF
THE SECURITIES EXCHANGE ACT OF 1934
Aeroquip-Vickers, Inc.
(Exact name of registrant as specified in its charter)
Ohio 34-4288310
(State of incorporation or organization) (IRS Employer
Identification No.)
3000 Strayer, Maumee, Ohio 43537-0050
(Address of principal executive offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to securities pursuant to
Section 12(b) of the Section 12(g) of the
Exchange Act and is Exchange Act and is
effective pursuant to effective pursuant to
General Instruction A.(c), General Instruction A.(d),
please check the following please check the following
box. --- box. ---
| X | | |
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Securities Act registration file number to which this form relates, (if
applicable):
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
Preferred Share Purchase Rights The New York Stock Exchange, Inc.
Securities to be registered pursuant to Section 12(g) of the Act:
None
Title of class
This document, including exhibits, contains 62 pages.
The cover page consists of 1 page.
The Exhibit Index is located at page 4.
ITEM 1. Description of Securities to be Registered.
On December 10, 1998, the Directors of Aeroquip-Vickers, Inc. (the
"Company") declared a dividend distribution of one right (a "Right") for each
Common Share, par value $5.00 per share (the "Common Shares"), of the Company
outstanding at the close of business on February 7, 1999 (the "Record Date"),
pursuant to the terms of a Rights Agreement, dated as of February 7, 1999 (the
"Rights Agreement"), between the Company and First Chicago Trust Company of
New York, as Rights Agent. The Rights Agreement also provides, subject to
specified exceptions and limitations, that Common Shares issued or delivered
from the Company's treasury after the Record Date will be entitled to and
accompanied by Rights. The Rights are in all respects subject to and governed
by the provisions of the Rights Agreement, a copy of which (including all
exhibits thereto) is filed as Exhibit 4.1 hereto and incorporated herein by
this reference. The Rights Agreement will not be effective until February 7,
1999. A summary description of the Rights is set forth in Exhibit C to the
Rights Agreement.
ITEM 2. Exhibits.
Exhibit
Number Exhibit
4.1 Rights Agreement (including a Form of
Certificate of Adoption of Amendment as Exhibit
A thereto, a Form of Right Certificate as
Exhibit B thereto and a Summary of Rights to
Purchase Preferred Shares as Exhibit C thereto)
99.1 Form of letter to stockholders, dated
February 1999
99.2 Press Release, dated December 10, 1998
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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 registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
AEROQUIP-VICKERS, INC.
By: /S/ DAVID M. RISLEY
Name: David M. Risley
Title: Vice President - Finance
and Chief Financial Officer
Dated: December 22, 1998
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