- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
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): MAY 31, 1996
VARITY CORPORATION
(Exact name of registrant as specified in charter)
DELAWARE 1-5190 22-3091314
(State or other (Commission File Number) (IRS Employer
jurisdiction Identification
of incorporation) No.)
672 DELAWARE AVENUE, BUFFALO, NEW
YORK 14209
(Address of Principal executive (Zip Code)
offices)
Registrant's telephone number: (716) 888-8000
------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
ITEM: 5. OTHER EVENTS
On May 31, 1996, Varity Corporation and Lucas Industries plc jointly
announced the execution of a definitive agreement to merge the two companies.
The agreement is attached as Exhibit 2 hereto and incorporated herein by
reference.
ITEM: 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
The following Exhibit is filed with this Current Report in Form 8-K:
EXHIBIT
NUMBER
- ----------
2 Agreement between Lucas Industries plc and Varity Corporation dated as of May 31,
1996 including:
(i) Exhibit I thereto, Transaction Agreement between Lucas Industries plc and
Varity Corporation and to be entered into by LucasVarity plc and Varity
Combination Corporation, dated as of May 31, 1996; and
(ii) Exhibit II thereto, VAR Service Agreement to be entered into between
LucasVarity plc and Victor A. Rice, dated as of May 31, 1996.
SIGNATURES
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: June 4, 1996
VARITY CORPORATION
(Registrant)
By: /s/ KENNETH L. WALKER
-----------------------------------
Name: Kenneth L. Walker
Title: VICE PRESIDENT, GENERAL
COUNSEL
Varity Corporation
EXHIBIT INDEX
Current Report on Form 8-K
Report Dated June 4, 1996
EXHIBIT
NUMBER
- ----------
2 Agreement between Lucas Industries plc and Varity Corporation dated as of May 31,
1996 including:
(i) Exhibit I thereto, Transaction Agreement between Lucas Industries plc and
Varity Corporation and to be entered into by LucasVarity plc and Varity
Combination Corporation, dated as of May 31, 1996; and
(ii) Exhibit II thereto, VAR Service Agreement to be entered into between
LucasVarity plc and Victor A. Rice, dated as of May 31, 1996.