SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Burlington Industries, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 56-1584586
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
3330 West Friendly Avenue
Greensboro, North Carolina 27410
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(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
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Rights to Purchase Series A Junior
Participating Preferred Stock New York Stock Exchange
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:
None.
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(Title of class)
Item 1. Description of Registrant's Securities to Be Registered.
On December 3, 1997, the Board of Directors of Burlington
Industries, Inc. (the "Company") declared a distribution of one Right for each
outstanding share of Common Stock, par value $.01 per share, of the Company (the
"Voting Common Stock") and for each outstanding share of Nonvoting Common Stock,
par value $.01 per share, of the Company (the "Nonvoting Common Stock";
collectively with the Voting Common Stock, the "Company Common Stock"), to
stockholders of record at the close of business on December 15, 1997 (the
"Record Date"), and for each share of Company Common Stock issued (including
shares distributed from treasury) by the Company thereafter and prior to the
Distribution Date (as defined below).
Each Right entitles the registered holder, subject to the terms
of the Rights Agreement (as defined below), to purchase from the Company one
one-thousandth of a share (a "Unit") of Series A Junior Participating Preferred
Stock, par value $.01 per share (the "Preferred Stock"), at a Purchase Price of
$50.00 per Unit, subject to adjustment. The Purchase Price is payable in cash or
by certified or bank check or money order payable to the order of the Company.
The description and terms of the Rights are set forth in a Rights Agreement
between the Company and Wachovia Bank, N.A., as Rights Agent (the "Rights
Agreement").
Initially, the Rights will attach to all certificates
evidencing shares of outstanding Company Common Stock, and no separate Rights
Certificates will be distributed. The Rights will separate from the Company
Common Stock and the "Distribution Date" will occur upon the earlier of (i) 10
days following a public announcement (the date of such announcement being the
"Stock Acquisition Date") that a person or group of affiliated or associated
persons (other than the Company, any subsidiary of the Company, or any employee
benefit plan of the Company or such subsidiary) (an "Acquiring Person") has
acquired, obtained the right to acquire, or otherwise obtained beneficial
ownership of, 15% or more of the then outstanding shares of Voting Common Stock,
and (ii) 10 business days (or such later date as may be determined by action of
the Board of Directors (subject to approval by a majority of the Continuing
Directors (as defined below)) prior to such time as any person becomes an
Acquiring Person) following the commencement of a tender offer or exchange offer
that would result in a person or group beneficially owning 15% or more of the
then outstanding shares of Voting Common Stock. Until the Distribution Date, (i)
the Rights will be evidenced by Company Common Stock certificates and will be
transferred with and only with such Company Common Stock certificates, (ii) new
Company Common Stock certificates issued after the Record Date (also including
shares distributed from treasury) will contain a notation incorporating the
Rights Agreement by reference and (iii) the surrender for transfer of any
certificates evidencing outstanding Company Common Stock will also constitute
the transfer of the Rights associated with the Company Common Stock evidenced by
such certificates. "Continuing Directors" are directors who are not affiliated
with the Acquiring Person and who either were members of the Board of Directors
on the date of the Rights Agreement or whose election or nomination was approved
or
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recommended by a majority of the persons who were Continuing Directors at the
time of such election or nomination.
The Rights are not exercisable until the Distribution Date and
will expire at the close of business on December 4, 2007, unless earlier
redeemed by the Company as described below.
As soon as practicable after the Distribution Date, Rights
Certificates will be mailed to holders of record of Company Common Stock as of
the close of business on the Distribution Date and, thereafter, the separate
Rights Certificates alone will evidence the Rights.
In the event that (i) a Person becomes the beneficial owner of
15% or more of the then outstanding shares of Voting Common Stock, (ii) the
Company is the surviving corporation in a merger with an Acquiring Person and
shares of Company Common Stock shall remain outstanding, (iii) an Acquiring
Person engages in one or more "self-dealing" transactions as set forth in the
Rights Agreement, or (iv) during such time as there is an Acquiring Person, an
event occurs that results in such Acquiring Person's ownership interest being
increased by more than 1% (e.g., by means of a reverse stock split or
recapitalization) (each such event being referred to as a "Section 11(a)(ii)
Event"), then, in each such case, each holder of a Right will thereafter have
the right to receive, upon exercise, Units of Preferred Stock (or, in certain
circumstances, Company Common Stock, cash, property or other securities of the
Company) having a value equal to two times the exercise price of the Right. The
exercise price is the Purchase Price multiplied by the number of Units of
Preferred Stock issuable upon exercise of a Right prior to the events described
in this paragraph. Notwithstanding any of the foregoing, following the
occurrence of any of the events set forth in this paragraph, all Rights that
are, or (under certain circumstances specified in the Rights Agreement) were,
beneficially owned by any Acquiring Person will be null and void.
In the event that, at any time following the Stock Acquisition
Date, (i) the Company is acquired in a merger or other business combination
transaction and the Company is not the surviving corporation (other than a
merger described in the next preceding paragraph), (ii) any Person consolidates
or merges with the Company and all or part of the Company Common Stock is
converted or exchanged for securities, cash or property of any other Person, or
(iii) 50% or more of the Company's assets or earning power is sold or
transferred, each holder of a Right (except Rights that previously have been
voided as described above) shall thereafter have the right to receive, upon
exercise, common stock of the Acquiring Person having a value equal to two times
the exercise price of the Right.
The Purchase Price payable, and the number of Units of
Preferred Stock issuable, upon exercise of the Rights are subject to adjustment
from time to time to prevent
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dilution (i) in the event of a stock dividend on, or a subdivision, combination
or reclassification of, the Preferred Stock, (ii) if holders of the Preferred
Stock are granted certain rights or warrants to subscribe for Preferred Stock or
convertible securities at less than the current market price of the Preferred
Stock, or (iii) upon the distribution to the holders of the Preferred Stock of
evidences of indebtedness, cash or assets (excluding regular quarterly cash
dividends) 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 amount to at least 1% of the
Purchase Price. The Company is not required to issue fractional Units. In lieu
thereof, an adjustment in cash may be made based on the market price of the
Preferred Stock prior to the date of exercise.
At any time until 10 days following the Stock Acquisition Date,
a majority of the Directors may (subject to approval by a majority of the
Continuing Directors) redeem the Rights in whole, but not in part, at a price of
$.01 per Right (subject to adjustment in certain events) (the "Redemption
Price"), payable, at the election of such majority of the Directors, in cash,
shares of Company Common Stock or other securities. At the time the redemption
becomes effective (which may be immediately upon the action of a majority of the
Directors ordering the redemption of the Rights), 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 stockholder of the Company, including, without limitation,
the right to vote or to receive dividends. While the distribution of the Rights
will not be taxable to stockholders or to the Company, stockholders may,
depending upon the circumstances, recognize taxable income in the event that the
Rights become exercisable for Units of Preferred Stock (or other consideration).
The Board of Directors, at its option (but subject to approval
by a majority of the Continuing Directors), may exchange each Right for (i) one
Unit of Preferred Stock or (ii) such number of Units of Preferred Stock as will
equal (x) the difference between the aggregate market price of the number of
Units of Preferred Stock to be received upon a Section 11(a)(ii) Event and the
purchase price set forth in the Rights Agreement, divided by (y) the market
price per Unit of Preferred Stock upon a Section 11(a)(ii) Event.
Any of the provisions of the Rights Agreement may be amended
without the approval of the holders of Company Common Stock at any time prior to
the Distribution Date. After the Distribution Date, the provisions of the Rights
Agreement may be amended in order to cure any ambiguity, defect or
inconsistency, to make changes that do not adversely affect the interests of
holders of Rights (excluding the interests of any Acquiring Person), or to
shorten or lengthen any time period under the Rights Agreement; provided,
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however, that no amendment to lengthen the time period governing redemption
shall be made at such time as the Rights are not redeemable. Supplements or
amendments to the Rights Agreement may be made only if approved by a majority of
the Continuing Directors.
Each Unit of Preferred Stock will have one vote, voting
together with the Voting Common Stock. Rights held by holders of Nonvoting
Common Stock will be exercisable for Units of Preferred Stock, but such
Preferred Stock will be nonvoting so long as it is held by The Equitable Life
Assurance Society of the United States or its affiliates, the current holders of
the Nonvoting Common Stock. The holders of Units of Preferred Stock, voting as a
separate class, shall be entitled to elect two directors if dividends on the
Preferred Stock are in arrears for six consecutive fiscal quarters. Otherwise,
all holders of Preferred Stock that may be acquired upon exercise of the Rights
will be entitled to the same rights and privileges.
The Units of Preferred Stock will be nonredeemable and
subordinate to any other shares of preferred stock that may be issued by the
Company.
Each Unit of Preferred Stock will have a minimum preferential
quarterly dividend of $.01 per Unit or any higher per share dividend declared on
the Company Common Stock.
In the event of liquidation, the holder of a Unit of Preferred
Stock will receive a preferred liquidation payment equal to the greater of $.01
per Unit and the per share amount paid in respect of a share of Company Common
Stock.
In the event of any merger, consolidation or other transaction
in which shares of Company Common Stock are exchanged, each Unit of Preferred
Stock will be entitled to receive the per share amount paid in respect of each
share of Company Common Stock.
The rights of holders of the Preferred Stock to dividends,
liquidation and voting, and in the event of mergers and consolidations, are
protected by customary antidilution provisions.
Because of the nature of the Preferred Stock's dividend,
liquidation and voting rights, the economic value of one Unit of Preferred Stock
that may be acquired upon the exercise of each Right should approximate the
economic value of one share of Company Common Stock.
The Rights may have certain anti-takeover effects. The Rights
will cause substantial dilution to a person or group that attempts to acquire
the Company on terms not approved by a majority of the Continuing Directors
unless the offer is conditioned on a substantial number of Rights being
acquired. However, the Rights should not interfere with
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any merger or other business combination approved by a majority of the
Continuing Directors because the Rights may be redeemed by the Company at $.01
per Right at any time on or prior to the tenth day following the Stock
Acquisition Date (subject to extension by a majority of the Company's Board of
Directors upon the approval of the Continuing Directors). Thus, the Rights are
intended to encourage persons who may seek to acquire control of the Company to
initiate such an acquisition through negotiations with the Board of Directors.
However, the effect of the Rights may be to discourage a third party from making
a partial tender offer or otherwise attempting to obtain a substantial equity
position in the equity securities of or seeking to obtain control of, the
Company. To the extent any potential acquirors are deterred by the Rights, the
Rights may have the effect of preserving incumbent management in office.
The Rights Agreement between the Company and the Rights Agent
specifying the terms of the Rights, which includes as Exhibit A the Form of
Rights Certificate, is attached hereto as Exhibit 4.1 and is incorporated herein
by reference. The foregoing description of the Rights does not purport to be
complete and is qualified in its entirety by reference to such Exhibit 4.1.
Item 2. Exhibits.
Exhibit
No. Description
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4.1 Rights Agreement, dated as of December 4, 1997, between
Burlington Industries, Inc. and Wachovia Bank, N.A. which
includes the Form of Rights Certificate as Exhibit A, the
Summary of Rights to Purchase Preferred Stock as Exhibit B and
the Form of Certificate of Designation for the Preferred Stock
as Exhibit C. Pursuant to the Rights Agreement, the Rights
Certificates will not be mailed until after (i) 10 days
following a public announcement that a person or group of
affiliated or associated persons has acquired, or obtained the
right to acquire, beneficial ownership of 15% or more of the
outstanding shares of Voting Common Stock or (ii) 10 business
days following the commencement of, or the announcement of the
intention to commence, a tender offer that would result in a
person or group beneficially owning 15% or more of the then
outstanding shares of Voting Common Stock.
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, thereto duly authorized.
BURLINGTON INDUSTRIES, INC.
By /s/ Barbara K. Eisenberg
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Name: Barbara K. Eisenberg
Title: Vice President & Secretary
Date: December 4, 1997
EXHIBIT INDEX
Exhibit
No. Description
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4.1 Rights Agreement dated as of December 4, 1997, between
Burlington Industries, Inc. and Wachovia Bank, N.A., which
includes the Form of Rights Certificate as Exhibit A, the
Summary of Rights to Purchase Preferred Stock as Exhibit B,
and the Form of Certificate of Designation for the Preferred
Stock as Exhibit C.