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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
Date of report (Date of earliest event reported) April 22, 1997
PENWEST, LTD.
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(Exact name of registrant as specified in its charter)
Washington 91-1221360
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(State of incorporation or organization) (I.R.S. Employer
Identification No.)
777-108th Avenue N.E.-Suite 2390
Bellevue, Washington 98004
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 206-462-6000
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Item 5. Other Events
On June 3, 1988 the Board of Directors of PENWEST, LTD. (the
"Company") declared a dividend of one common share purchase right (an
"Original Right") for each outstanding share of common stock, par value $1.00
per share of the Company (the "Common Stock"). The dividend was paid to the
shareholders of record as of the close of business on June 7, 1988. On April
22, 1997 the Board of Directors amended the Original Rights in their entirety
to represent a right (a "Right") to purchase one share of Common Stock of the
Company at a price of $100 (as the same may be adjusted, the "Purchase
Price"). The amendment of the Original Rights shall take effect on April 30,
1997. The description and terms of the Rights are set forth in an Amended
and Restated Rights Agreement (as the same may be amended from time to time,
the "Rights Agreement") dated as of April 30, 1997, between the Company and
ChaseMellon Shareholder Services, L.L.C., as Rights Agent (the "Rights
Agent").
Until the earlier to occur of (i) 10 days following the first date
of public announcement that a person or group of affiliated persons (an
"Acquiring Person") has acquired beneficial ownership of 15% or more of the
outstanding shares of Common Stock or such earlier date as a majority of the
Board of Directors shall become aware of the existence of an Acquiring Person
(the "Stock Acquisition Date"); provided, however, that if a Person would be
deemed an Acquiring Person upon the adoption of the Rights Agreement because
of beneficial ownership of 15% or more but less than 20% of the shares of
Common Stock outstanding, such Person will not be deemed an "Acquiring
Person" for purposes of the Rights Agreement unless and until such Person
acquires Beneficial Ownership of any additional shares of Common Stock after
the date of the adoption of the Rights Agreement or (ii) 10 business days (or
such later date as may be determined by action of the Board of Directors
prior to such time as any person or group of affiliated persons becomes an
Acquiring Person) following the commencement of, or announcement of an
intention to make, a tender offer or exchange offer the consummation of which
would result in any person becoming, or after the consummation of which any
Person would be, the beneficial owner of 15% or more of the outstanding
shares of Common Stock (the earlier of such dates being called the
"Distribution Date"), the Rights will be evidenced, with respect to any of
the Common Stock certificates outstanding as of the date hereof, by such
Common Stock certificate.
The Rights Agreement provides that, until the Distribution Date (or
earlier redemption or expiration of the Rights), the Rights will be
transferred with and only with the Common Stock. Until the Distribution Date
(or earlier redemption or expiration of the Rights), new Common Stock
certificates issued after the date of the Rights Agreement upon transfer or
new issuances of Common Stock will contain a notation incorporating the
Rights Agreement by reference. Until the Distribution Date (or earlier
redemption or expiration of the Rights), the surrender for transfer of any
certificates for shares of Common Stock outstanding as of the date of the
Rights Agreement, even without such notation or a copy of this Summary of
Rights, will also constitute the transfer of the Rights associated with the
shares of Common Stock represented by such certificate. As soon as
practicable following the Distribution Date, separate certificates evidencing
the Rights ("Right 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 Right Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date. The
Rights will expire on June 16, 2008 (the "Final Expiration Date"), unless the
Final Expiration Date is extended or unless the Rights are earlier redeemed
or exchanged by the Company, in each case as described below.
The Purchase Price payable, and the number of shares of Common
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 Common Stock, (ii) upon the grant to holders of the
Common Stock of certain rights or warrants to subscribe for or purchase
Common Stock at a price, or securities convertible into Common Stock with a
conversion price, less than the then-current market price of the Common Stock
or (iii) upon the distribution to holders of the Common Stock of evidences of
indebtedness or assets (excluding regular periodic cash dividends or
dividends payable in Common Stock) or of subscription rights or warrants
(other than those referred to above).
The number of outstanding Rights are also subject to adjustment in
the event of a stock split of the Common Stock or a stock dividend on the
Common Stock payable in shares of Common Stock or subdivisions,
consolidations or combinations of the Common Stock occurring, in any such
case, prior to the Distribution Date.
In the event that any person or group of affiliated or associated
persons becomes an Acquiring Person, each holder of a Right, other than
Rights beneficially owned by the Acquiring Person (which will thereupon
become void), will thereafter have the right to receive upon exercise of a
Right at the then current exercise price of the Right, that number of shares
of Common Stock having a market value of two times the exercise price of the
Right.
In the event that, after a person or group has become an Acquiring
Person, the Company is acquired in a merger or other business combination
transaction or 50% or more of its consolidated assets or earning power are
sold, proper provision will be made so that each holder of a Right (other
than Rights beneficially owned by an Acquiring Person which will have become
void) will thereafter have the right to receive, upon the exercise of the
Right at the then current exercise price of the Right, that number of shares
of common stock of the person with whom the Company has engaged in the
foregoing transaction which number of shares at the time of such transaction
will have a market value of two times the exercise price of the Right.
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 shares of Common 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).
At any time prior to the time an Acquiring Person becomes such, the
Board of Directors of the Company may redeem the Rights in whole, but not in
part, at a price of $.01 per Right (the "Redemption Price"). 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 any 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 so long as the Rights are then redeemable, the Company may,
except with respect to the redemption price, amend the Rights in any manner.
After the Rights are no longer redeemable the Company may, except with
respect to the redemption price, amend the Rights in any manner that does not
adversely affect the interests of holders of the Rights.
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.
This summary description of the Rights does not purport to be
complete and is qualified in its entirety by reference to the Rights
Agreement, as the same may be amended from time to time, which is hereby
incorporated herein by reference.
Item 7. Exhibits.
1. Amended and Restated Rights Agreement, dated as of April 30, 1997,
between the Company and ChaseMellon Shareholder Services, L.L.C..
2. Press Release dated May 2, 1997.
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 hereto duly authorized.
PENWEST, LTD.
DATED: May 5, 1997 By: /s/ Jeffrey T. Cook
Name: Jeffrey T. Cook
Title: Vice President, Finance &
Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
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1 Amended and Restated Rights Agreement, dated as of April
30, 1997, between the Company and ChaseMellon Shareholder
Services, L.L.C..
2 Press Release dated May 2, 1997.