SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Date of Report: September 3, 1999
Minerals Technologies Inc.
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(Exact name of registrant as specified in its charter)
Delaware 1-3295 25-1190717
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification
Number)
405 Lexington Avenue, New York, NY 10174-1901
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212)878-1800
Items 1-4. Not Applicable.
Item 5. Other Events.
On August 27, 1999, the Board of Directors of MINERALS TECHNOLOGIES INC.
(the "Company") resolved to redeem as of September 13, 1999 (the "Redemption
Date") each outstanding right to purchase one one-hundredth of a share of the
Corporation's Series A Junior Participating Preferred Stock, without par
value, issued pursuant to that certain Rights Agreement dated as of
October 26, 1992, between the Company and Chemical Bank (the "Old
Rights") at a redemption price of $0.01 per Old Right (the "Redemption
Price"). From and after the Redemption Date, the right to exercise the
Old Rights terminates and the only right thereafter of the holders of Old
Rights is to receive the Redemption Price.
Also, on August 27, 1999, the Board of Directors of the Company
declared a dividend distribution of one preferred stock purchase right (a
"Right") for each outstanding share of Common Stock, $0.10 par value per
share (the "Common Stock"), of the Company held by stockholders of record
on September 13, 1999 (the "Record Date"). Each Right entitles the
registered holder to purchase from the Company one one-hundredth (1/100)
of a share of preferred stock of the Company, designated as Series A
Junior Preferred Stock (the "Preferred Stock") at a price of $250.00 per
one one-hundredth (1/100) of a share (the "Exercise Price"). The
description and terms of the Rights are set forth in that certain Rights
Agreement (the "Rights Agreement"), effective as of September 13, 1999,
between the Company and ChaseMellon Shareholder Services, L.L.C., as
Rights Agent (the "Rights Agent").
As discussed below, initially the Rights will not be exercisable,
certificates will not be sent to stockholders and the Rights will
automatically trade with the Common Stock.
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The Rights, unless earlier redeemed by the Board of Directors, become
exercisable upon the close of business on the day (the "Distribution
Date") which is the earlier of (i) the tenth day following the first date
(the "Stock Acquisition Date") on which there is a public announcement
that a person or group of affiliated or associated persons (an "Acquiring
Person"), with certain exceptions set forth below, has acquired
beneficial ownership of 15% or more of the outstanding voting stock of
the Company or such earlier or later date (not beyond the thirtieth day
after the Stock Acquisition Date) as the Board of Directors may determine
or (ii) the tenth business day (or such later date as may be determined
by the Board of Directors prior to such time as any person or group of
affiliated or associated persons becomes an Acquiring Person) after the
date of the commencement or announcement of a person's or group's
intention to commence a tender or exchange offer the consummation of
which would result in the ownership of 15% or more of the Company's
outstanding voting stock (even if no shares are actually purchased
pursuant to such offer). Prior to the Distribution Date, the Rights will
not be exercisable, will not be represented by a separate certificate,
and will not be transferable apart from the Common Stock, but will
instead be evidenced, (i) with respect to any of the shares of Common
Stock held in uncertificated book-entry form (a "Book-Entry") outstanding
as of the Record Date, by such Book-Entry and (ii) with respect to the
shares of Common Stock evidenced by Common Stock certificates outstanding
as of the Record Date, by such Common Stock certificate, together with a
copy of this Summary of Rights. An Acquiring Person does not include (A)
the Company, (B) any subsidiary of the Company, (C) any employee benefit
plan or employee stock plan of the Company or of any subsidiary of the
Company, or any trust or other entity organized, appointed, established
or holding Common Stock for or pursuant to the terms of any such plan or
(D) any person or group whose ownership of 15% or more of the shares of
voting stock of the Company then outstanding results solely from (i) any
action or transaction or
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transactions approved by the Board of Directors
before such person or group became an Acquiring Person or (ii) a
reduction in the number of outstanding shares of voting stock of the
Company pursuant to a transaction or transactions approved by the Board
of Directors (provided that any person or group that does not become an
Acquiring Person by reason of clause (i) or (ii) above shall become an
Acquiring Person upon acquisition of an additional 1% or more of the
Company's voting stock unless such acquisition of additional voting stock
will not result in such person or group becoming an Acquiring Person by
reason of such clause (i) or (ii)). For purposes of the foregoing,
outstanding voting stock of the Company includes voting stock that trades
on a "when issued" basis on a national securities exchange or on the
National Association of Securities Dealers, Inc. Automated Quotation
System ("NASDAQ").
Until the Distribution Date (or earlier redemption or expiration of the
Rights), new Common Stock certificates issued after September 13, 1999
will contain a legend incorporating the Rights Agreement by reference.
Until the Distribution Date (or earlier redemption or expiration of the
Rights), transfer on the Company's Direct Registration System of any
Common Stock represented by a Book-Entry or a certificate outstanding as
of September 13, 1999, and, in each case, with or without a copy of this
Summary of Rights attached thereto, will also constitute the transfer of
the Rights associated with the Common Stock represented by such Book-
Entry or certificate. As soon as practicable following 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 such separate Rights
Certificates alone will evidence the Rights from and after the
Distribution Date.
The Rights are not exercisable until the Distribution Date. Unless
earlier redeemed by the Company as described below, the Rights will
expire at the close of business on
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September 13, 2009 (the "Expiration Date") (or, if the Distribution Date
shall have occurred before September 13, 2009, at the close of business on
the 90th day following the Distribution Date).
The Preferred Stock is nonredeemable and, unless otherwise provided
in connection with the creation of a subsequent series of preferred
stock, ranks (i) junior to any other series of the Company's preferred
stock and (ii) senior to the Common Stock. The Preferred Stock may not be
issued except upon exercise of Rights. Each share of Preferred Stock will
be entitled to receive when, as and if declared, a quarterly dividend in an
amount equal to (i) 100 times the cash dividends declared on the Company's
Common Stock, and (ii) a preferential cash dividend, if any, in preference to
holders of Common Stock in an amount equal to $1.00 per share of
Preferred Stock less the per share amount of all cash dividends declared
on the Preferred Stock pursuant to clause (i) since the immediately
preceding quarterly dividend payment date. In addition, Preferred Stock
is entitled to 100 times any noncash dividends (other than dividends
payable in equity securities) declared on the Common Stock, in like kind.
In the event of the liquidation of the Company, the holders of Preferred
Stock will be entitled to receive, for each share of Preferred Stock, a
payment in an amount equal to the greater of $1.00 per one one-hundredth
of a share plus accrued and unpaid dividends and distributions thereon or
100 times the payment made per share of Common Stock. Each share of
Preferred Stock will have 100 votes, voting together with the Common
Stock. In the event of any merger, consolidation or other transaction in
which Common Stock is exchanged, each share of Preferred Stock will be
entitled to receive 100 times the amount received per share of Common
Stock. The rights of Preferred Stock as to dividends, liquidation and
voting are protected by anti-dilution provisions. If the dividends
accrued on the Preferred Stock for four or more quarterly dividend
periods, whether consecutive or not, shall not have been declared and
paid or irrevocably set aside for
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payment, the holders of record of the Preferred Stock of the Company of all
series (including the Preferred Stock) will have the right to elect two
members to the Company's Board of Directors.
The number of shares of Preferred Stock issuable upon exercise of
the Rights is subject to certain adjustments from time to time in the
event of a stock dividend on, or a subdivision or combination of, the
Common Stock. The Exercise Price for the Rights is subject to adjustment
in the event of extraordinary distributions of cash or other property to
holders of Common Stock.
Unless the Rights are earlier redeemed, in the event that, after the
time that a Person becomes an Acquiring Person, the Company were to be
acquired in a merger or other business combination (in which any shares
of Common Stock are changed into or exchanged for other securities or
assets) or more than 50% of the assets or earning power of the Company
and its subsidiaries (taken as a whole) were to be sold or transferred in
one or a series of related transactions, the Rights Agreement provides
that proper provision will be made so that each holder of record, other
than the Acquiring Person, of a Right will from and after such date have
the right to receive, upon payment of the Exercise Price, that number of
shares of common stock of the acquiring company having a market value at
the time of such transaction equal to two times the Exercise Price.
In addition, unless the Rights are earlier redeemed, in the event
that a person or group becomes an Acquiring Person, the Rights Agreement
provides that proper provision will be made so that each holder of record
of a Right, other than the Acquiring Person (whose Rights will thereupon
become null and void), will thereafter have the right to receive, upon
payment of the Exercise Price, that number of one one-hundredths of a
share of Preferred Stock having a market value at the time of the
transaction equal to two times the Exercise Price (such market
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value to be determined with reference to the market value of the Company's
Common Stock as provided in the Rights Agreement).
At any time after any person or group becomes an Acquiring Person
and prior to the acquisition by such person or group of 50% or more of
the outstanding voting stock, the Board of Directors of the Company may
exchange the Rights (other than Rights owned by such person or group
which will have become void), in whole or in part, at an exchange ratio
of one share of Common Stock per Right (subject to adjustment).
Fractions of shares of Preferred Stock (other than fractions which
are integral multiples of one one-hundredth of a share) may, at the
election of the Company, be evidenced by depositary receipts. The
Company may also issue cash in lieu of fractional shares which are not
integral multiples of one one-hundredth of a share.
At any time on or prior to the close of business on the earlier of
(i) the tenth day after the Stock Acquisition Date (or such later date as
a majority of the Board of Directors may determine) or (ii) the
Expiration Date, the Company may redeem the Rights in whole, but not in
part, at a price of $0.01 per Right (the "Redemption Price").
Immediately upon the effective time of the action of the Board of
Directors of the Company authorizing 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.
For as long as the Rights are then redeemable, the Company may amend
the Rights in any manner, including an amendment to extend the time
period in which the Rights may be redeemed. At any time when the Rights
are not then redeemable, the Company may amend the Rights in any manner
that does not materially adversely affect the interests of holders of the
Rights as such.
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Until a Right is exercised, the holder, as such, will have no rights
as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends.
As of August 22, 1999 there were 25,696,755 shares of Common Stock
issued (of which 21,310,838 shares were outstanding and 4,385,917 shares
were held in treasury) and 1,337,863 shares reserved for issuance pursuant
to employee benefit plans. As long as the Rights are attached to the Common
Stock, the Company will issue one Right with each new share of Common
Stock so that all such shares will have Rights attached. The Company's
Board of Directors has reserved for issuance upon exercise of the Rights
280,000 shares of Series A Junior Participating Preferred Stock.
The Rights Agreement (which includes as Exhibit B the forms of Rights
Certificates and Election to Purchase and as Exhibit C the form of
Amended Certificate of Designations of Series A Junior Participating
Preferred Stock) is attached hereto as an exhibit and is incorporated
herein by reference. The foregoing description of the Rights is
qualified in its entirety by reference to the Rights Agreement and such
exhibits thereto.
Item 6. Not Applicable.
Item 7. Exhibits.
(4) Rights Agreement, executed effective as of September 13, 1999,
which includes as Exhibit B the forms of Rights Certificate and
Election to Purchase and as Exhibit C the form of Amended
Certificate of Designations of Series A Junior Participating
Preferred Stock Certificate.
(99) Press release, dated August 27, 1999, issued by the Company.
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SIGNATURE
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.
MINERALS TECHNOLOGIES INC.
By: /s/ S. Garrett Gray
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Name: S. Garrett Gray
Title: Vice President
Date: September 3, 1999
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EXHIBIT INDEX
Exhibit No. Description
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(4) Rights Agreement, executed
effective as of September 13, 1999
(the "Rights Agreement"), between
Minerals Technologies Inc. and
ChaseMellon Shareholder Services,
L.L.C., as Rights Agent, including as
Exhibit B the forms of Rights Certificate
and of Election to Exercise.
(99) Press release, dated August 27, 1999,
issued by the Company.
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