1 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 and Exchange Act of 1934 Date of Report (Date of earliest event reported) February 17, 1999 DUCOMMUN INCORPORATED ------------------------------------------------------ (Exact Name of Registrant as Specified in its Charter) Delaware 1-08174 95-0693330 - ---------------------------- ------------ ------------------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 111 West Ocean Boulevard, Suite 900, Long Beach, California 90802 ------------------------------------------------------------------ (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (310)513-7200 N/A ------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) 1 2 Item 7 This Report is filed pursuant to Item 5 of Form 8-K to report the adoption of a stockholder rights plan by Ducommun Incorporated ("Ducommun"). Pursuant to General Instruction F of Form 8-K, the following documents are incorporated by reference herein and attached as exhibits hereto (except as otherwise indicated): Exhibits -------- 4.1. Summary of the Rights issued pursuant to the Rights Agreement. 4.2. Form of Rights Agreement, dated as of February 17, 1999, between Ducommun and Harris Trust Company of California, as Rights Agent. 99.1. Ducommun's Press Release dated February 18, 1999, announcing the adoption of a stockholder rights plan. 99.2. Form of Letter to Stockholders regarding the adoption of a stockholder rights plan and transmitting a summary of the rights. 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 hereunto duly authorized. Date: February 23, 1999 DUCOMMUN INCORPORATED By: /s/ JOSEPH C. BERENATO ------------------------------------- Name: Joseph C. Berenato Its: President and Chief Executive Officer (Duly Authorized Officer of the Registrant) 2 3 EXHIBIT INDEX Exhibit Sequentially Number Description Numbered Page* - ------- ----------- -------------- 4.1 Summary of the Rights issued pursuant to the Rights Agreement 4.2 Form of Rights Agreement, dated as of February 17, 1999, between Ducommun and Harris Trust Company of California, as Rights Agent 99.1 Ducommun's Press Release dated February 18, 1999 announcing the adoption of a stockholder rights plan 99.2 Form of Letter to Stockholders regarding the adoption of a stockholder rights plan and transmitting a summary of the rights - -------- *Contained only in manually executed version 3