FORM 8 - A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Lilly Industries, Inc.
______________________________________________________
(Exact name of registrant as specified in its charter)
Indiana 35-0471010
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
733 South West Street, Indianapolis, Indiana 46225
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Class A Common Stock,
Without Par Value New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Item 1. Description of Registrant's Securities
to be Registered
On January 12, 1996, the Board of Directors of Lilly
Industries, Inc.(the "Registrant") declared a dividend of one
common share purchase right (a "Right" or "Rights") for each
outstanding share of all Class A and Class B common stock,
without par value (the "Common Shares"), of the Registrant. The
dividend is payable on January 26, 1996 to the shareholders of
record as of January 26, 1996 (the "Record Date"). If and when
the Rights become exercisable, each Right will entitle the
registered holder to purchase from the Registrant one Common
Share at a purchase price of [$55.00] (the "Purchase Price"),
although the price may be adjusted as described below. The
description and terms of the Rights are set forth in a Rights
Agreement (the "Rights Agreement") between the Registrant and
KeyCorp Shareholder Services, Inc., as Rights Agent (the "Rights
Agent").
Initially, shareholders will not receive a separate
certificate for the Rights. The Rights will be represented by the
outstanding Common Share certificates with a copy of a "Summary
of Rights" attached thereto (the Summary of Rights is included as
Exhibit B to the Rights Agreement which is attached hereto as
Exhibit 4); and the Rights cannot be bought, sold or otherwise
traded separately from the Common Shares. Certificates for
Common Shares issued after the Record Date will carry a notation
that indicates that Rights are attached to the Common Shares and
that the terms of the Rights Agreement are incorporated therein.
Separate certificates representing the Rights will be
distributed as soon as practicable after the "Distribution Date,"
which is the earliest to occur of:
(1) 10 calendar days following a public
announcement that a person or group of affiliated or
associated persons (an "Acquiring Person") has (a)
acquired beneficial ownership of 15% or more of the
outstanding Class A Common Shares or (b) become the
beneficial owner of an amount of the outstanding Class
A Common Shares (but not less than 10%) which the Board
of Directors determines to be substantial and which
ownership the Board of Directors determines is intended
or may be reasonably anticipated, in general, to cause
the Registrant to take actions determined by the Board
of Directors to be not in the Registrant's best long-
term interests (an "Adverse Person"), or
(2) 10 business days (or such later date as may
be determined by action of the Board of Directors prior
to the time any person or group becomes an Acquiring
Person) following the commencement 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 of 30% or
more of such outstanding Class A Common Shares.
Until the Distribution Date (or earlier exchange, 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 the 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,
thereafter, such separate Right Certificates alone will evidence
the Rights.
The holders of the Rights are not required to take any
action until the Rights become exercisable. As described above,
the Rights are not exercisable until the Distribution Date.
Holders of the Rights will be notified that the Rights have
become exercisable when the Rights Agent mails the Rights
Certificates. The Rights will expire on January 12, 2006 (the
"Final Expiration Date"), unless the Final Expiration Date is
extended or unless the Rights are earlier redeemed or exchanged
by the Registrant, in each case, as described below.
To protect the value of the Rights to the holders, the
Purchase Price payable and the number of Common Shares, or other
securities or property issuable, upon exercise of the Rights are
subject to adjustment from time to time (1) in the event of a
stock dividend on, or a subdivision, combination or
reclassification of, the Common Shares, (2) upon the grant to
holders of the Common Shares of certain rights or warrants to
subscribe for or purchase Common Shares at a price, or securities
convertible into Common Shares with a conversion price, less than
the then current market price of Common Shares, or (3) upon the
distribution to holders of the Common Shares of evidences of
indebtedness or assets (excluding regular periodic cash dividends
paid out of earnings or retained earnings or dividends payable in
Common Shares) or of subscription rights or warrants, other than
those referred to above (the "Anti-Dilution Rights").
The Anti-Dilution provisions are intended to ensure that a
holder of Rights will not be adversely affected by the occurrence
of such events. With certain exceptions, the Registrant is not
required to adjust the Purchase Price until cumulative
adjustments require a change of at least 1% in the Purchase
Price. No fractional Common Shares will be issued and in lieu
thereof, an adjustment in cash will be made based on the market
price of the Common Shares on the last trading day prior to the
date of exercise.
In the event that (1) the Registrant is acquired in a merger
or other business combination transaction and the Registrant is
not the surviving corporation, or (2) any person consolidates or
merges with the Registrant and all or part of the Registrant's
Common Shares are exchanged for securities, cash or property of
any other person, or (3) 50% or more of the Registrant's
consolidated assets or earning power are sold (collectively,
"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 exercise price of the
Right, 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 exercise price of the Right. In the event
that (1) an Acquiring Person engages in certain self-dealing
transactions, or (2) a person is declared an Adverse Person by
the Board of Directors of the Registrant, or (3) a person
acquires 15% or more of the outstanding Class A Common Shares
(collectively, "Flip-In Events"), proper provision shall be made
so that each holder of a Right, other than Rights beneficially
owned by the Acquiring Person (which will thereafter be void),
will thereafter have the right to receive upon exercise that
number of Common Shares having a market value of two times the
exercise price of the Right.
At any time after a person becomes an Acquiring Person, and
prior to the acquisition by such Acquiring Person of 50% or more
of the outstanding Class A Common Shares, the Board of Directors
of the Registrant may exchange the Rights (other than Rights
owned by such person or group which have become void), in whole
or in part, at an exchange ratio of one Common Share per Right
(subject to adjustment).
At any time prior to the tenth calendar day following the
date of a public announcement that a person or group has become
an Acquiring Person, the Board of Directors of the Registrant 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.
If the Board of Directors' ability to redeem the Rights
pursuant to the Rights Agreement has expired because a person or
group has become an Acquiring Person, but a Flip-Over Event or
certain Flip-In Events have not yet occurred, the redemption
right will be reinstated if the Acquiring Person disposes of a
sufficient number of the Registrant's Common Shares so that such
person then only owns less than 10% of the outstanding
Registrant's Class A Common Shares and if certain other
conditions are met.
The terms of the Rights may be amended by the Board of
Directors of the Registrant without the consent of the holders of
the Rights, except that from and after such time as any person
becomes an Acquiring Person 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 Registrant,
including, without limitation, the right to vote or to receive
dividends.
As of January 12, 1996, there were 22,184,366 Class A Common
Shares issued and outstanding, and there were 349,431 Class B
Common Shares issued and outstanding. As of such date, an
additional 4,756,674 Class A Common Shares were held in Treasury
and 8,275,627 Class A Common Shares were reserved for issuance.
Also, as of such date, an additional 190,569 Class B Common
Shares were held in Treasury. One Right will be distributed to
shareholders of the Registrant for each Common Share owned of
record by them on the Record Date. As long as the Rights are
attached to the Common Shares, the Registrant will issue one
Right with each Common Share that shall become outstanding so
that all Common Shares will have attached Rights. The Registrant
has initially reserved 35,216,667 Class A Common Shares and
540,000 Class B Common Shares for issuance upon exercise of
Rights.
The Rights have certain anti-takeover effects. The Rights
may cause substantial dilution to a person or group which
attempts to acquire the Registrant on terms not approved by the
Board of Directors of the Registrant, except pursuant to an offer
conditioned 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 since the Rights
may be redeemed by the Registrant at $.01 per Rights prior to the
time that a person or group has acquired beneficial interest of
15% or more of the Common Shares.
The form of Rights Agreement between the Registrant and
KeyCorp Shareholder Services, Inc. (the "Rights Agent")
specifying the terms of the Rights, which includes as Exhibit A
thereto the form of Rights Certificate and as Exhibit B the
Summary of Rights, is attached hereto as Exhibit 4 and is
incorporated herein by reference. The foregoing description of
the Rights is qualified by reference to such Exhibit 4.
SIGNATURES
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.
LILLY INDUSTRIES, INC.
By: /s/ Roman J. Klusas
-------------------
Roman J. Klusas
Vice President, Chief
Financial Officer,
and Secretary
Dated: January 18, 1996
EXHIBIT LIST
II. Exhibits filed with the Commission.
Number Assigned
in Form 8-A Description of Exhibit
4 Form of Rights Agreement, dated as of January
12, 1996, between Lilly Industries, Inc. and
KeyCorp Shareholder Services, Inc. as Rights
Agent, which includes as Exhibit A the form
of Rights Certificate. Pursuant to the
Rights Agreement, Rights Certificates will
not be mailed until as soon as practicable
after the Distribution Date.