As filed with the Securities and Exchange Commission on October 6, 2000.
UNITED STATES
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
September 27, 2000
Date of Report (Date of earliest event reported)
THE YORK GROUP, INC.
Exact Name of Registrant as Specified in its Charter
DELAWARE 0-28096 76-0490631
State of Incorporation Commission File Number I.R.S. Employer
or Organization Identification No.
8554 KATY FREEWAY, SUITE 200
HOUSTON, TEXAS
Address of Principal Executive 77024
Offices (Zip Code)
(713) 984-5500
Registrant's telephone number,
including area code
INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 5. OTHER EVENTS.
On September 26, 2000, the Board of Directors of The York Group, Inc. (the
"Company"), authorized the issuance of one preferred share purchase right (a
"RIGHT") with respect to each outstanding share of common stock, par value $0.01
per share (the "COMMON SHARES"), of the Company to shareholders of record at the
close of business on September 28, 2000. Each Right entitles the registered
holder to purchase from the Company one Unit (as such term is defined in the
Rights Agreement, initially being one one-thousandth (1/1000th)) of a Preferred
Share at a price of $25.00 per Unit of a Preferred Share (the "PURCHASE PRICE"),
subject to adjustment. The description and terms of the Rights are set forth in
a Rights Agreement (the "RIGHTS AGREEMENT") dated as of September 28, 2000,
between the Company and Computershare Investor Services, LLC, as Rights Agent
(the "RIGHTS AGENT").
DETACHMENT OF RIGHTS; EXERCISE. Initially, the Rights will attach to all
Common Share certificates representing outstanding shares and no separate Right
Certificate will be distributed. The Rights will separate from the Common Shares
and a Distribution Date (as defined in the Rights Agreement) will occur upon the
earlier of (i) the public announcement that a Person or group of affiliated or
associated Persons (an "ACQUIRING PERSON") has acquired beneficial ownership of
15% or more of the outstanding Voting Shares (as defined in the Rights
Agreement) of the Company, or (ii) 10 business days following the commencement
or announcement of an intention to commence a tender offer or exchange offer,
the consummation of which would result in the beneficial ownership by a Person
or group of 15% or more of such outstanding Voting Shares.
Until the Distribution Date (or earlier redemption or expiration of the
Rights) (i) the Rights will be evidenced by the certificates representing Common
Shares, (ii) the Rights will be transferred with and only with the Common
Shares, (iii) new Common Share certificates issued after September 28, 2000,
upon transfer or new issuance of the Common Shares will contain a notation
incorporating the Rights Agreement by reference, and (iv) the surrender for
transfer of any certificates for Common Shares outstanding as of September 28,
2000, even without such notation, will also constitute the transfer of the
Rights associated with the Common Shares represented by such certificates.
As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights (the "RIGHT CERTIFICATES") will be mailed to
holders of record of the Common Shares as of the close of business on the
Distribution Date and such separate Right Certificates alone will thereafter
evidence the Rights.
The Rights are not exercisable until the Distribution Date. The Rights
will expire on September 27, 2010 (the "FINAL EXPIRATION DATE"), unless the
Final Expiration Date is extended or the Rights are earlier redeemed or
exchanged by the Company as described below.
If an Acquiring Person acquires 15% or more of the Voting Shares of the
Company, each Right then outstanding (other than Rights beneficially owned by
the Acquiring Person which would become null and void) will become a right to
buy that number of Common Shares that at the time of such acquisition would have
a market value of two times the Purchase Price of the Right. If, however, the
Board of Directors of the Company determines in good faith that a Person who
would otherwise be an Acquiring Person, has become such inadvertently, and such
Person divests a sufficient number of Voting Shares by such deadline as the
Board of Directors shall set, then such Person shall not be deemed to be an
Acquiring Person for any purposes of the Rights Agreement.
If, after any Person has become an Acquiring Person, the Company is
acquired in a merger or other business combination transaction or more than 50%
of its consolidated assets or earning power are sold, proper provision will be
made so that each holder of a Right will thereafter have the right to receive,
upon the exercise thereof at the then current Purchase Price of the Right, that
number of shares of common stock of the acquiring company which at the time of
such transaction would have a market value of two times the Purchase Price of
the Right.
REGISTRATION AND LISTING OF SECURITIES. The offer and sale of the
Preferred Shares or other securities issuable upon exercise of the Rights will
be registered with the Securities and Exchange Commission but such registration
will not be effective until the Rights become exercisable. As described above,
however, the Rights will not be transferable separately from the Common Shares
until the Distribution Date.
ANTIDILUTION AND OTHER ADJUSTMENTS. The number of Preferred Shares or
other securities or property issuable upon exercise of the Rights, and the
Purchase Price payable, are subject to customary adjustments from time to time
to prevent dilution.
The number of outstanding Rights and the number of Preferred Shares or
other securities issuable upon exercise of each Right are also subject to
adjustment in the event of a stock split of the Common Shares or a stock
dividend on the Common Shares payable in Common Shares or subdivisions,
consolidations or combinations of the Common Shares occurring, in any such case,
prior to the Distribution Date.
EXCHANGE OPTION. At any time after the acquisition by a Person or group of
affiliated or associated Persons of beneficial ownership of 15% or more of the
outstanding Voting Shares of the Company and before the acquisition by a Person
or group of 50% or more of the outstanding Voting Shares of the Company, the
Board of Directors may, at its option, issue Common or Preferred Shares of the
Company in mandatory redemption of, and in exchange for, all or part of the then
outstanding exercisable Rights (other than Rights owned by such Acquiring Person
or group which would become null and void) at an exchange ratio of one Common
Share or one Unit of a Preferred Share for each Right which is then exercisable,
subject to adjustment.
REDEMPTION OF RIGHTS. At any time prior to the first public announcement
that a Person or group has become the beneficial owner of 15% or more of the
outstanding Voting Shares, the Board of Directors of the Company may redeem all,
but not less than all, of the then outstanding Rights at a price of $0.01 per
Right (the "REDEMPTION PRICE"). The Redemption Price may be paid by the Company
in cash or securities of the Company, at the discretion of the Board of
Directors. The redemption of the Rights may be made effective at such time, on
such basis and with such conditions as the Board of Directors in its sole
discretion may establish. Immediately upon the action of the Board of Directors
ordering 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.
NO RIGHTS AS SHAREHOLDER. 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.
AMENDMENT OF RIGHTS. The terms of the Rights may be amended by the Board
of Directors of the Company without the consent of the holders of the Rights,
including amendment to extend the Final Expiration Date, except that after the
Distribution Date no such amendment may materially and adversely affect the
interests of holders of the Rights.
The Rights Agreement between the Company and the Rights Agent specifying
the terms of the Rights, which includes as EXHIBIT A thereto the form of Right
Certificate, as EXHIBIT B the form of Certificate of Designation of Series A
Junior Participating Preferred Stock, and as EXHIBIT C the Summary of Rights to
Purchase Preferred Shares is attached as EXHIBIT 1 to the Form 8-A filed by the
Company on September 28, 2000, 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 and the exhibits
thereto. Capitalized terms in this description are defined in the Rights
Agreement.
On September 27, 2000, the Company issued a press release concerning the
retirement of its Chairman of its Board of Directors, the election of a new
Chairman of its Board of Directors and its adoption of a Shareholder Rights
Plan.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(C) EXHIBITS
EXHIBIT NO. DESCRIPTION OF EXHIBIT
1 Rights Agreement dated September 28, 2000 between the Company and
Computershare Investor Services, LLC, as Rights Agent, which
includes as EXHIBIT A the form of Right Certificate, as EXHIBIT B
the form of Certificate of Designations of Series A Junior
Participating Preferred Stock, and as EXHIBIT C the Summary of
Rights to Purchase Preferred Shares. (Incorporated by reference to
Form 8-A filed by the Company on September 27, 2000, which includes
EXHIBIT 1 the Rights Agreement.)
2 Press release dated September 27, 2000.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Dated: October 6, 2000
THE YORK GROUP, INC.
By: /S/ THOMAS J. CRAWFORD
-------------------------
Thomas J. Crawford
President and CEO
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION OF EXHIBIT
1 Rights Agreement dated September 28, 2000 between the Company and
Computershare Investor Services, LLC, as Rights Agent, which
includes as EXHIBIT A the form of Right Certificate, as EXHIBIT B
the form of Certificate of Designations of Series A Junior
Participating Preferred Stock, and as EXHIBIT C the Summary of
Rights to Purchase Preferred Shares. (Incorporated by reference to
Form 8-A filed by the Company on September 27, 2000, which includes
EXHIBIT 1 the Rights Agreement.)
2 Press release dated September 27, 2000.