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): April 22, 1997
Simpson Industries, Inc.
(Exact name of registrant as specified in its charter)
Michigan
(State or other jurisdiction of incorporation)
0-6611 38-1225111
(Commission File Number) (IRS Employer Indentification No.)
47603 Halyard Drive, Plymouth, Michigan 48170
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (313) 207-6200
Not Applicable
(Former name or former address, if changed since last report)
Item 5. Other Events.
On February 24, 1997, the Board of Directors of Simpson
Industries, Inc. (the "Company") declared a dividend distribution of one
Right for each outstanding share of Common Stock, $1.00 par value (the
"Common Stock"), of the Company. The distribution was payable on May 12,
1997 to the Company's shareholders of record at the close of business on May
9, 1997. Each Right entitles the registered holder to purchase from the
Company one share of Common Stock at a price of $43.00 per share (the
"Purchase Price"), subject to adjustment. The description and terms of the
Rights are set forth in a Rights Agreement (the "Rights Agreement") between
the Company and Harris Trust and Savings Bank, as Rights Agent (the "Rights
Agent").
Until the earliest to occur of (i) the tenth business day following
the first public announcement that a person or group of affiliated or
associated persons acquire, or obtained the right to acquire, beneficial
ownership or 20% or more of the outstanding shares of the Common Stock (an
"Acquiring Person"), (ii) such date as a majority of the "Continuing
Directors" (as defined in the Rights Agreement) may fix following the
commencement or announcement of an intention to commence a tender offer or
exchange offer by any person (other than the Company) if, upon consummation,
such person would be an Acquiring Person, or (iii) the tenth Business Day
after the date the Board of Directors determines that the holder of 10% or
more of the outstanding Common Stock is an "Adverse Person" (the earliest 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 close of business on May 9, 1997, by such Common Stock
certificates. The Rights Agreement provides that, until the Distribution
Date, the Rights will be transferred with and only with the Common Stock.
Until the Distribution Date (or earlier redemption, exchange or expiration
of the Rights), the surrender for transfer of any of the Common Stock
certificates outstanding as of May 9, 1997 will also constitute the transfer
of the Rights associated with the 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. Subject to certain adjustments as may be required by
the Rights Agreement, the Company will issue one Right with each new share
of Common Stock issued until the Distribution Date so that all shares will
have attached Rights.
The Rights are not exercisable until the Distribution Date and, if
later, the expiration of the Company's right to redeem the Rights. The
Rights will expire on May 9, 2007, unless earlier redeemed or called for
exchange by the Company as described below or their earlier expiration upon
the consummation of certain transactions 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 shares of the Common Stock or
convertible securities at less than the 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 out of earnings or retained earnings at a rate not in excess of
125% of the rate of the last cash dividend theretofore paid or a dividend
paid in the Common Stock) or of subscription rights or warrants (other than
those referred to above). 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. The Company shall not be
required to issue fractions of shares of Common Stock and, in lieu thereof,
an adjustment in cash will be made equal to the same fraction of the current
market value of one share of Common Stock.
Subject to the Board's right to exchange shares of Common Stock for
Rights described below, in the event that (i) an Acquiring Person merges
into the Company or engages in one of a number of self-dealing transactions
specified in the Rights Agreement; or (ii) in certain circumstances, any
Person becomes an Acquiring Person (except pursuant to a tender or exchange
offer for all outstanding shares of Common Stock at a price and on terms
determined by a majority of the "Continuing Directors", after receiving
advice from an investment banking firm selected by a majority of the
"Continuing Directors", to be fair and otherwise in the best interests of
the Company and its shareholders (a "Permitted Offer")); or (iii) at any
time when there is an Acquiring Person, the Company engages in a
recapitalization, reclassification, reorganization or similar transaction
which increases the Acquiring Person's proportionate ownership of the
Company by more than 1%; or (iv) the Board of Directors (with the
concurrence of a majority of the "Outside Directors") declares any person
beneficially owning at least 10% of the Common Stock to be an "Adverse
Person", then proper provision shall be made so that each holder of a Right,
other than Rights that were or are beneficially owned by the Acquiring
Person (which will thereafter be void), shall thereafter have the right to
receive upon exercise that number of shares of Common Stock having a market
value of two times the exercise price of the Right. Following the
Distribution Date, in the event (i) that the Company is acquired in a merger
or other business combination transaction in which it is not the surviving
corporation or in connection with which all or a part of the Common Stock
shall be changed into or exchanged for stock or other securities of any
other person or cash or any other property (other than certain mergers and
other business combinations with an Acquiring Person who becomes such in a
Permitted Offer if the price per share of Common Stock offered in such
transaction is no less than the price per share of Common Stock paid to all
holders in the Permitted Offer and the form of consideration being offered
in such transaction is the same as the form of consideration paid in the
Permitted Offer (a "Permitted Combination")); or (ii) that 50% or more of
the Company's assets or earning power were sold, then proper provision shall
be made so that each holder of a Right, other than Rights that were or are
beneficially owned by the Acquiring Person (which will thereafter be void),
shall 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 Person which at the time of such transaction would
have a market value of two times the exercise price of the Right. Each of
the events described in this paragraph constitutes a "Triggering Event"
under the Rights Agreement.
At any time after any Person becomes an Acquiring Person but prior
to the time such Acquiring Person has acquired 50% or more of the
outstanding Common Stock, the Board (with the concurrence of a majority of
the "Continuing Directors") may cause holders of Rights to exchange all or
part of their Rights for shares of Common Stock at a ratio of one share of
Common Stock per Right, subject to adjustment. As soon as the Board has
determined to make such exchange, the Rights may no longer be exercised.
At any time prior to 5:00 p.m., Detroit time, on the earliest of (i)
the tenth Business Day following the date of the first public announcement
that a person or group of affiliated or associated persons has acquired
beneficial ownership of 20% or more of the outstanding shares of the Common
Stock of the Company (the "Shares Acquisition Date"), (ii) May 9, 2007 or
(iii) the day on which a determination is made by the Board of Directors
that any person is an Adverse Person, the Board of Directors may redeem the
Rights in whole, but not in part, at a price of $.005 per Right (the
"Redemption Price"), subject to the following exceptions. First, if such
redemption occurs on or after the Shares Acquisition Date, the Board shall
be entitled to so redeem the Rights only if such redemption is approved by a
majority of the "Continuing Directors" and the "Continuing Directors"
constitute a majority of the Board of Directors. Second, if such redemption
occurs on or after the date of a change (resulting from a proxy or consent
solicitation effected in compliance with applicable law and the requirements
of any national securities exchange on which the Common Stock of the Company
is then listed) in a majority of the directors in office at the commencement
of such solicitation if any person who is a participant in such solicitation
has stated (or, if upon the commencement of such solicitation, a majority of
the Board of Directors has determined in good faith) that such person
intends to take, or may consider taking, any action which would result in
such person becoming an Acquiring Person or which would cause the occurrence
of a Triggering Event, the Board shall be entitled to redeem the Rights only
if such redemption is approved by a majority of the "Continuing Directors"
who were members of the Board of Directors prior to the solicitation and
such directors constitute a majority of the Board. Thereafter, the
Company's right of redemption may be reinstated, prior to a Triggering
Event, (i) if an Acquiring Person reduces its beneficial ownership to 10% or
less of the outstanding shares of Common Stock in a transaction or series of
transactions not involving the Company; and (ii) there are no other persons,
immediately following the event described in clause (i), who are Acquiring
Persons. Immediately upon the action of the Board of Directors of the
Company electing to redeem the Rights, the Company shall make announcement
thereof, and upon such election, the right to exercise the Rights will
terminate and the only right of the holders of Rights will be to receive the
Redemption Price.
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.
The provisions of the Rights Agreement may be amended by the Board
of Directors in order to cure any ambiguity or correct any defect or
inconsistency and by the Continuing Directors, prior to the Distribution
Date, to make changes deemed to be in the best interests of the holders of
the Rights or, after the Distribution Date, to make such other changes which
do not materially adversely affect the interests of the holders of the
Rights (excluding the interests of any Acquiring Person and its affiliates
and associates).
The Rights Agreement between the Company and the Rights Agent
specifying the terms of the Rights is attached hereto as an exhibit and
incorporated herein by reference. The foregoing description of the Rights
is qualified by reference to such exhibit.
Item 7: Financial Statements and Exhibits
Exhibit 4.2: Rights Agreement, dated as of February 28, 1997, between
Simpson Industries, Inc. and Harris Trust and Savings Bank,
as Rights Agent.
Exhibit 99: Press Release, dated April 22, 1997.
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.
April 22, 1997 SIMPSON INDUSTRIES, INC.
/s/ Roy E. Parrott
-----------------------------------
By: Roy E. Parrott
President and Chief Executive
Officer
EXHIBIT INDEX
Number Description
4.2 Rights Agreement, dated as of February 28, 1997, between
Simpson Industries, Inc. and Harris Trust and Savings Bank,
as Rights Agent.
99 Press Release, dated April 22, 1997