SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Giddings & Lewis, Inc.
(Exact name of registrant as specified in its charter)
Wisconsin 39-1643189
(State of incorporation (IRS Employer
or organization) Identification No.)
142 Doty Street, Fond du Lac, Wisconsin 54935
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which each class
to be so registered is to be registered
None None
If this Form relates to the registration of a class of debt
securities and is effective upon filing pursuant to General Instruction
A.(c)(1), please check the following box. [ ]
If this Form relates to the registration of a class of debt
securities and is to become effective simultaneously with the
effectiveness of a concurrent registration statement under the Securities
Act of 1933 pursuant to General Instruction A.(c)(2), please check the
following box. [ ]
Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Share Purchase Rights
(Title of Class)
Item 1. Description of Securities to be Registered.
On August 23, 1995, the Board of Directors of Giddings & Lewis,
Inc. (the "Company") declared a dividend of one preferred share purchase
right (a "Right") for each outstanding share of common stock, $.10 par
value (the "Common Shares"), of the Company. The dividend is payable on
September 8, 1995 to the shareholders of record on that date (the "Record
Date"). Each Right entitles the registered holder to purchase from the
Company one one-hundredth of a share of Class A Preferred Stock, Series B,
$.10 par value (the "Preferred Shares"), of the Company at a price of $60
per one one-hundredth of a Preferred Share, subject to adjustment (the
"Purchase Price"). The description and terms of the Rights are set forth
in a Rights Agreement (the "Rights Agreement") between the Company and
Firstar Trust Company, as Rights Agent (the "Rights Agent").
Until the earlier to occur of (i) 10 days following a public
announcement that a person or group of affiliated or associated persons
(other than the Company, a subsidiary of the Company or an employee
benefit plan of the Company or a subsidiary) (an "Acquiring Person") has
acquired beneficial ownership of 20% or more of the outstanding Common
Shares (the "Shares Acquisition Date") or (ii) 10 business days (or such
later date as may be determined by action of the Company's Board of
Directors prior to such time as any person 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
the beneficial ownership by a person or group (other than the Company, a
subsidiary of the Company or an employee benefit plan of the Company or a
subsidiary) of 20% or more of such outstanding Common Shares (the earlier
of such dates being called the "Distribution Date"), the Rights will be
evidenced, with respect to any of the Common Share certificates
outstanding as of the Record Date, by such Common Share certificate with a
copy of the Summary of Rights to Purchase Preferred Shares, in the form
attached to the Rights Agreement as Exhibit C, attached thereto.
The Rights Agreement provides that, until the Distribution Date,
the Rights will be transferred with and only with the Common Shares.
Until the Distribution Date (or earlier redemption or expiration of the
Rights), new Common Share certificates issued after the Record Date, upon
transfer or new issuance of Common Shares, 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 Common Shares, outstanding as of the
Record Date, even without such notation or a copy of this Summary of
Rights being attached thereto, will also constitute the transfer of the
Rights associated with the Common Shares 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 Shares 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 September 8, 2005 (the "Final Expiration Date"),
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 Preferred Shares 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 Shares, (ii) upon the grant to holders
of the Preferred Shares of certain rights or warrants to subscribe for or
purchase Preferred Shares at a price, or securities convertible into
Preferred Shares with a conversion price, less than the then current
market price of the Preferred Shares or (iii) upon the distribution to
holders of the Preferred Shares of evidences of indebtedness or assets
(excluding regular quarterly cash dividends or dividends payable in
Preferred Shares) or of subscription rights or warrants (other than those
referred to above).
The number of outstanding Rights and the number of one
one-hundredths of a Preferred Share 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.
Preferred Shares purchasable upon the exercise of Rights will not
be redeemable. Each Preferred Share will be entitled to a minimum
preferential quarterly dividend payment of $1.00 per share but will be
entitled to an aggregate dividend of 100 times the dividend declared per
Common Share. In the event of liquidation, the holders of the Preferred
Shares will be entitled to a minimum preferential liquidation payment of
$100 per share but will be entitled to an aggregate payment of 100 times
the payment made per Common Share. Each Preferred Share will have 100
votes, voting together with the Common Shares. Finally, in the event of
any merger, consolidation or other transaction in which Common Shares are
exchanged, each Preferred Share will be entitled to receive 100 times the
amount received per Common Share. These rights are protected by customary
antidilution provisions.
Because of the nature of the Preferred Shares' dividend, voting and
liquidation rights, the value of the one one-hundredth interest in a
Preferred Share purchasable upon exercise of each Right should approximate
the value of one Common Share.
In the event that (i) any person becomes an Acquiring Person, (ii)
the Company is the surviving corporation in a merger with an Acquiring
Person and the Common Shares are not changed or exchanged, (iii) an
Acquiring Person engages in one of a number of self-dealing transactions
specified in the Rights Agreement, or (iv) during such time as there is an
Acquiring Person, an event occurs which results in such Acquiring Person's
ownership interest being increased by more than 1% (the events described
in clauses (i) - (iv) are herein referred to as "Flip-In Events"), each
holder of a Right will thereafter have the right to receive upon exercise
that number of Common Shares (or, in certain circumstances cash, property
or other securities of the Company or a reduction in the Purchase Price)
having a market value of two times the then current Purchase Price.
Notwithstanding any of the foregoing, following the occurrence of any
Flip-In Event all Rights that are, or (under certain circumstances
specified in the Rights Agreement) were, or subsequently become
beneficially owned by an Acquiring Person, related persons and transferees
will be null and void. For example, if at the time of such transaction
the Common Shares were trading at $20 per share and the exercise price of
the Rights at such time was $60 per Right, each Right would thereafter be
exercisable at $60 for six Common Shares (i.e., the number of shares that
could be purchased in the open market for $120, or two times the exercise
price of the Rights).
In the event that, at any time following the Shares Acquisition
Date, (i) the Company is acquired in a merger or other business
combination transaction or (ii) 50% or more of its consolidated assets or
earning power are sold (the events described in clauses (i) and (ii) are
herein referred to as "Flip-Over Events"), 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, that number
of shares of common stock of the acquiring company which at the time of
such transaction will have a market value of two times the then current
Purchase Price. For example, if at the time of such transaction the
acquiring company's common stock was trading at $30 per share and the
exercise price of the Rights at such time was $60 per Right, each Right
would thereafter be exercisable at $60 for four shares (i.e., the number
of shares that could be purchased for $120 in the open market, or two
times the exercise price of the Rights) of the acquiring company's common
stock.
With certain exceptions, no adjustment in the Purchase Price will
be required until cumulative adjustments require an adjustment of at least
1% in such Purchase Price. No fractional Preferred Shares will be issued
(other than fractions which are integral multiples of one one-hundredth of
a Preferred Share, which may, at the election of the Company, be evidenced
by depositary receipts). In lieu thereof, an adjustment in cash will be
made based on the market price of the Preferred Shares on the last trading
day prior to the date of exercise.
The Purchase Price is payable by certified check, cashier's check,
bank draft or money order or, if so provided by the Company, the Purchase
Price following the occurrence of a Flip-In Event and until the first
occurrence of a Flip-Over Event may be paid in Common Shares having an
equivalent value.
At any time after a person becomes an Acquiring Person and prior to
the acquisition by any Acquiring Person of 50% or more of the outstanding
Common Shares, the Board of Directors of the Company may exchange the
Rights (other than Rights owned by any Acquiring Person which have become
void), in whole or in part, at an exchange ratio of one Common Share, or
one one-hundredth of a Preferred Share (or of a share of a class or series
of the Company's preferred stock having equivalent rights, preferences and
privileges), per Right (subject to adjustment).
At any time prior to a person becoming an Acquiring Person, 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.
Other than provisions relating to principal economic terms of the
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
an amendment to lower the threshold for exercisability of the Rights from
20% to not less than 10%, with appropriate exceptions for any person then
beneficially owning a percentage of the number of Common Shares then
outstanding equal to or in excess of the new threshold, except that from
and after the Distribution Date no such amendment may adversely affect the
interests of the 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.
While distribution of the Rights will not constitute a taxable
event to the shareholders or the Company, the shareholders may, depending
on the circumstances, recognize taxable income in the event that the
Rights become exercisable for Preferred Shares (or other consideration) of
the Company or for common stock of the acquiring company, as set forth
above.
As of July 2, 1995, there were 34,400,650 Common Shares issued and
outstanding (and 3,252,534 Common Shares reserved for issuance). Each
outstanding Common Share on September 8, 1995 will receive one Right. As
long as the Rights are attached to the Common Shares, the Company will
issue one Right for each Common Share which becomes outstanding between
September 8,1995 and the Distribution Date so that all such shares will
have attached Rights. The Company's Board of Directors has initially
reserved 700,000 Preferred Shares for issuance upon exercise of the
Rights.
The Rights have certain anti-takeover effects. The Rights will
cause substantial dilution to a person or group that attempts to acquire
the Company without conditioning the offer on redemption of the Rights or
on a substantial number of Rights being acquired. The Rights should not
interfere with any merger or other business combination approved by the
Board of Directors of the Company prior to the time that the Rights may
not be redeemed (as described above) since the Board of Directors may, at
its option, at any time until the Shares Acquisition Date redeem all but
not less than all the then outstanding Rights at $.01 per Right. The
Rights are designed to provide additional protection against abusive
takeover tactics such as offers for all shares at less than full value or
at an inappropriate time (in terms of maximizing long-term shareholder
value), partial tender offers and selective open-market purchases. The
Rights are intended to assure that the Company's Board of Directors has
the ability to protect shareholders and the Company if efforts are made to
gain control of the Company in a manner that is not in the best interests
of the Company and its shareholders.
The Rights Agreement between the Company and the Rights Agent
specifying the terms of the Rights, which includes as Exhibit B the Form
of Right Certificate, is attached hereto as an exhibit. The foregoing
description of the Rights does not purport to be complete and is qualified
in its entirety by reference to such exhibit.
Item 2. Exhibits.
(4.1) Rights Agreement, dated as of August 23, 1995, between Giddings &
Lewis, Inc. and Firstar Trust Company, which includes as Exhibit A
thereto the Terms of the Class A Preferred Stock, Series B, as
Exhibit B thereto the Form of Right Certificate, and as Exhibit C
thereto the Summary of Rights to Purchase Preferred Shares.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized.
GIDDINGS & LEWIS, INC.
Date: August 23, 1995 By: /s/ Richard C. Kleinfeldt
Richard C. Kleinfeldt
Vice President-Finance, Secretary and
Chief Financial Officer
GIDDINGS & LEWIS, INC.
FORM 8-A
EXHIBIT INDEX
Exhibit
Number Description
(4.1) Rights Agreement, dated as of August 23,
1995, between Giddings & Lewis, Inc. and
Firstar Trust Company, which includes as
Exhibit A thereto the Terms of the Class A
Preferred Stock, Series B, as Exhibit B
thereto the Form of Right Certificate, and as
Exhibit C thereto the Summary of Rights to
Purchase Preferred Shares.