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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)
December 15, 1994
_________________
J. BAKER, INC.
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(Exact name of registrant as specified in charter)
Massachusetts 0-14681 04-2866591
_____________ _______ ____________
(State or other (Commission (IRS employer
jurisdiction of file number) identification no.)
incorporation)
555 Turnpike Street, Canton, Massachusetts 02021
________________________________________________
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (617) 828-9300
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There are 72 pages in this Report, including exhibits.
Page 1 of 72
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Item 5 - Other Events
On December 15, 1994, the Board of Directors of J. Baker,
Inc. (the "Company") adopted a Shareholder Rights Agreement (the
"Rights Agreement"). The following description of the terms of the
Rights Agreement does not purport to be complete and is qualified
in its entirety by reference to the Rights Agreement which is
attached hereto as an exhibit and is incorporated herein by
reference.
Pursuant to the terms of the Rights Agreement, the Board of
Directors declared a dividend distribution of one Preferred Stock
Purchase Right (a "Right") for each outstanding share of common
stock, par value $0.50 per share, of the Company (the "Common
Stock") to stockholders of record as of the close of business on
January 6, 1994 (the "Record Date"). Each Right entitles the
registered holder to purchase from the Company a unit consisting of
one ten-thousandth (1/10,000) of a share (a "Unit") of Series A
Junior Participating Cumulative Preferred Stock, par value $1.00
per share (the "Preferred Stock"), at a cash exercise price of
$70.00 per Unit (the "Exercise Price"), subject to adjustment.
Initially, the Rights will not be exercisable and will be
attached to all outstanding shares of Common Stock. The Rights
will separate from the Common Stock and will become exercisable
upon the earliest of (i) the close of business on the tenth
business day following the first public announcement that a person
or group of affiliated or associated persons has acquired
beneficial ownership of 15% or more of the outstanding shares of
Common Stock (an "Acquiring Person") (the date of said announcement
being referred to as the "Stock Acquisition Date"), (ii) the close
of business on the tenth business day (or such other business day
as the Company's Board of Directors may determine) following the
commencement of a tender offer or exchange offer that would result
upon its consummation in a person or group becoming the beneficial
owner of 15% or more of the outstanding shares of Common Stock or
(iii) the determination by the Board of Directors that any person
is an "Adverse Person" (the earliest of such dates being herein
referred to as the "Distribution Date").
The Board of Directors may declare a person to be an
Adverse Person after a determination that such person, alone or
together with its affiliates and associates, has become the
beneficial owner of 10% or more of the outstanding shares of Common
Stock and a determination by the Board of Directors, after
reasonable inquiry and investigation, including such consultation,
if any, with such persons as the directors shall deem appropriate,
that (a) such beneficial ownership by such person is intended to
cause, is reasonably likely to cause or will cause the Company to
repurchase the Common Stock beneficially owned by such person or to
cause pressure on the Company to take action or enter into a
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transaction or series of transactions which would provide such
person with short-term financial gain under circumstances where the
Board of Directors determines that the best long-term interests of
the Company and its stockholders, but for the actions and possible
actions of such person, would not be served by taking such action
or entering into such transaction or series of transactions at that
time or (b) such beneficial ownership is causing, or is reasonably
likely to cause, a material adverse impact (including, but not
limited to, impairment of relationships with customers or
impairment of the Company's ability to maintain its competitive
position) on the business or prospects of the Company. However,
the Board of Directors may not declare a person to be an Adverse
Person if, prior to the time that the person acquired 10% or more
of the outstanding shares of Common Stock, such person provided to
the Board of Directors in writing a statement of the person's
purpose and intentions in connection with the proposed acquisition
of Common Stock, together with any other information reasonably
requested of the person by the Board of Directors, and the Board of
Directors, based on such statement and such reasonable inquiry and
investigation, including such consultation, if any, with such
person as the Board of Directors shall deem appropriate, determines
to notify and notifies such person in writing that it will not
declare the person to be an Adverse Person; provided, however, that
the Board of Directors may expressly condition in any manner a
determination not to declare a person an Adverse Person on such
conditions as the Board of Directors may select, including, without
limitation, such person's not acquiring more than a specified
amount of stock and/or on such person's not taking actions
inconsistent with the purposes and intentions disclosed by such
person in the statement provided to the Board of Directors. No
delay or failure by the Board of Directors to declare a Person to
be an Adverse Person shall in any way waive or otherwise affect the
power of the Board of Directors subsequently to declare a person an
Adverse Person. In the event that the Board of Directors should at
any time determine, upon reasonable inquiry and investigation,
including consultation with such persons as the Board of Directors
shall deem appropriate, that such person has not met or complied
with any condition specified by the Board of Directors, the Board
of Directors may at any time thereafter declare the person to be an
Adverse Person.
Until the Distribution Date (or earlier redemption,
exchange or expiration of the Rights), (a) the Rights will be
evidenced by the Common Stock certificates and will be transferred
with and only with such Common Stock certificates, (b) new Common
Stock certificates issued after the Record Date will contain a
notation incorporating the Shareholder Rights Agreement by
reference, and (c) the surrender for transfer of any certificates
for Common Stock will also constitute the transfer of the Rights
associated with the Common Stock represented by such certificate.
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The Rights are not exercisable until the Distribution Date
and will expire at the close of business on December 14, 2004,
unless previously redeemed or exchanged by the Company as described
below.
As soon as practicable after the Distribution Date, Right
Certificates will be mailed to holders of record of Common Stock as
of the close of business on the Distribution Date and, as of and
after the close of business on the Distribution Date, the separate
Right 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 a Stock Acquisition Date occurs or the
Board of Directors determines that a person is an Adverse Person,
proper provision will be made so that each holder of a Right (other
than an Acquiring Person, an Adverse Person, or affiliates,
associates or certain transferees of such persons, whose Rights
shall become null and void) will thereafter have the right to
receive upon exercise that number of Units of Preferred Stock of
the Company having a market value of two times the exercise price
of the Right (such right being referred to as the "Subscription
Right"). In the event that, at any time following the Stock
Acquisition Date, (i) the Company consolidates with, or merges with
and into, any other person, and the Company is not the continuing
or surviving corporation, (ii) any person consolidates with the
Company, or merges with and into the Company and the Company is
the continuing or surviving corporation of such merger and, in
connection with such merger, all or part of the 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) 50% or
more of the Company's assets or earning power is sold, mortgaged or
otherwise transferred, each holder of a Right shall thereafter have
the right to receive, upon exercise, common stock of the acquiring
company having a market value equal to two times the exercise price
of the Right (such right being referred to as the "Merger Right").
The holder of a Right will continue to have the Merger Right
whether or not such holder has exercised the Subscription Right.
Rights that are or were beneficially owned by an Acquiring Person
or an Adverse Person may (under certain circumstances specified in
the Rights Agreement) become null and void.
At any time after a Stock Acquisition Date occurs or the
Board of Directors determines that a person is an Adverse Person,
the Board of Directors may, at its option, exchange all or any part
of the then outstanding and exercisable Rights for shares of Common
Stock or Units of Preferred Stock at an exchange ratio of one share
of Common Stock or one Unit of Preferred Stock per Right.
Notwithstanding the foregoing, the Board of Directors generally
will not be empowered to effect such exchange at any time after any
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person becomes the beneficial owner of 50% or more of the Common
Stock of the Company.
The Exercise Price payable, and the number of Units of
Preferred 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 Preferred
Stock, (ii) if holders of the Preferred Stock are granted certain
rights or warrants to subscribe for Preferred Stock or convertible
securities 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 or assets (excluding regular
quarterly cash dividends) or of subscription rights or warrants
(other than those referred to above).
With certain exceptions, no adjustment in the Exercise
Price will be required until cumulative adjustments amount to at
least 1% of the Exercise Price. The Company is not obligated to
issue fractional Units. If the Company elects not to issue
fractional Units, in lieu thereof an adjustment in cash will be
made based on the fair market value of the Preferred Stock on the
last trading date prior to the date of exercise. Any of the
provisions of the Rights Agreement may be amended by the Board of
Directors of the Company at any time prior to the Distribution
Date.
The Rights may be redeemed in whole, but not in part, at a
price of $0.01 per Right (payable in cash, Common Stock or other
consideration deemed appropriate by the Board of Directors) by the
Board of Directors only until the earliest of (i) the date on which
a person is declared to be an Adverse Person, (ii) the close of
business on the tenth business day after the Stock Acquisition
Date, or (iii) the expiration date of the Rights Agreement.
Immediately upon the action of the Board of Directors ordering
redemption of the Rights, the Rights will terminate and thereafter
the only right of the holders of Rights will be to receive the
redemption price.
The Rights Agreement may be amended by the Board of
Directors in its sole discretion until the Distribution Date.
After the Distribution Date, the Board of Directors may, subject to
certain limitations set forth in the Rights Agreement, amend the
Rights Agreement only to cure any ambiguity, defect or
inconsistency, to shorten or lengthen any time period, or to make
changes that do not adversely affect the interests of Rights
holders (excluding the interests of an Acquiring Person, an Adverse
Person or their associates or affiliates).
Until a Right is exercised, the holder will have no rights
as a stockholder of the Company (beyond those as an existing
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stockholder), including 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 Units, other securities of the
Company, other consideration or for common stock of an acquiring
company.
The Rights Agreement between the Company and the Rights
Agent, which sets forth the terms of the Rights, is attached hereto
as Exhibit 4.1 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 the Rights
Agreement which is incorporated herein by reference.
Item 7 - Financial Statements, Pro Forma Financial Information and
Exhibits
Exhibit 4.1 - Shareholder Rights Agreement, dated as of
December 15, 1994, between J. Baker, Inc. and Fleet National Bank,
as Rights Agent.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
J. BAKER, INC.
Date: December 20, 1994 By: /s/ Jerry M. Socol
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Jerry M. Socol
President and
Chief Executive
Officer
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