SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A/A
(Amendment No. 2)
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
FLOWSERVE CORPORATION (formerly
known as The Duriron Company, Inc.
and then Durco International Inc.)
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(Exact name of registrant as specified in its charter)
New York 31-0267900
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
222 W. Las Colinas Blvd., Suite 1500
Irving, Texas 75039
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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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Series A Junior Participating New York Stock Exchange
Preferred Stock Purchase Rights
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)
Exhibit Index on Page 8
2
Item 1. Description of Registrants Securities to Be Registered.
On August 1, 1986, the Board of Directors of Flowserve
Corporation (formerly known as The Duriron Company, Inc. and then Durco
International Inc.) (the "Company") declared a dividend distribution of one
Preferred Stock Purchase Right for each outstanding share of Common Stock of
$1.25 par value ("Common Stock") of the Company. Each Right entitles the
registered holder to purchase from the Company one one-hundredth (1/100) of a
share of Series A Junior Participating Preferred Stock, $1.00 par value, of the
Company ("Series A Preferred Stock"), at a price of $90.00 per one-hundredth
(1/100) of a share ("Purchase Price"). The description and terms of the Rights
are set forth in the Rights Agreement dated August 1, 1986 between the Company
and Bank One, Dayton, N.A., as amended by the Amendment to the Rights Agreement
dated August 1, 1996 and further amended by the Second Amendment to the Rights
Agreement dated June 1, 1998 (together with such amendments, the "Rights
Agreement") between the Company and National City Bank, as successor rights
agent (the "Rights Agent") to Keybank National Association which succeeded Bank
One, Dayton, N.A. in such capacity.
Until the close of business on the earlier of (i) the tenth
day after a public announcement that a person or group of affiliated or
associated persons ("Acquiring Person"), other than the Company, any subsidiary
of the Company or any employee benefit plan, employee stock plan or dividend
reinvestment plan of the Company or of any subsidiary of the Company ("Exempt
Person"), has acquired, or obtained the right to acquire, beneficial ownership
of securities of the Company representing 20% or more of the outstanding Common
Stock of the Company (the "Stock Acquisition Date") or (ii) the tenth day after
the commencement of, or public announcement of an intention to make, a tender or
exchange offer (other than a tender or exchange offer by an Exempt Person) the
consummation of which would result in the ownership of 30% or more of the
outstanding Common Stock (the earlier 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 August 13, 1986, by such Common
Stock certificate with a copy of the Summary of Rights attached thereto. The
Rights Agreement provides that, until the Distribution Date (or earlier
redemption or expiration of the Rights), the Rights will be represented by and
transferred with, and only with, the Common Stock. Until the Distribution Date
(or earlier redemption or expiration of the Rights), new certificates issued for
Common Stock (including, without limitation, certificates issued upon transfer
or exchange of Common Stock) after August 13, 1986 will contain a legend
incorporating the Rights Agreement by reference. Until the Distribution Date (or
earlier redemption or expiration of the Rights), the surrender for transfer of
any of the Company's Common Stock certificates with or without the aforesaid
legend or a copy of the Summary of Rights attached thereto, 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 Company's Common Stock as of the close of business on
the Distribution Date and such separate certificates alone will evidence the
Rights from and after the Distribution Date.
3
The Rights are not exercisable until the Distribution Date.
The Rights will expire at the close of business on August 13, 2006, unless
earlier redeemed by the Company as described below.
The Series A Preferred Stock will be nonredeemable and, unless
otherwise provided in connection with the creation of a subsequent series of
preferred stock, subordinate to any other series of the Company's preferred
stock. Series A Preferred Stock may not be issued except upon exercise of
Rights. Each share of Series A Preferred Stock will be entitled to receive when,
as and if declared, a quarterly dividend in an amount equal to the greater of
$14.00 per share or 100 times the cash dividends declared on the Company's
Common Stock. In addition, the Series A Preferred Stock is entitled to 100 times
any non-cash dividends (other than dividends payable in equity securities)
declared on the Common Stock, in like kind. In the event of liquidation, the
holders of the Series A Preferred Stock will be entitled to receive a
liquidation payment in an amount equal to the greater of $3,000 per share or 100
times the payment made per share of Common Stock. Each share of Series A
Preferred Stock will have 100 votes, voting together with the Common Stock. In
the event of any merger, consolidation or other transaction in which common
shares are exchanged, each share of Series A Preferred Stock will be entitled to
receive 100 times the amount received per share of Common Stock. The rights of
the Series A Preferred Stock as to dividends, liquidation and voting are
protected by antidilution provisions. Whenever there are arrearages in dividend
payments on the Series A Preferred Stock, or any shares of stock ranking on a
parity with the Series A Preferred Stock, the Company shall not purchase any
shares of Series A Preferred Stock, except in accordance with a purchase offer
made in writing or by publication to all holders of such shares as the Board of
Directors shall determine will result in fair treatment among the respective
series or classes.
The number of shares of Series A Preferred Stock issuable upon
exercise of the Rights and the Purchase Price are subject to certain adjustments
from time to time in the event of a stock dividend on, or a subdivision or
combination of, the Common Stock. The Purchase Price is subject to adjustment in
the event of extraordinary distributions of cash or other property to holders of
Common Stock. The number of shares of Series A Preferred Stock issuable upon
exercise of the Rights and the Purchase Price are also subject to adjustment
from time to time in the event of a combination, consolidation or
reclassification of the Series A Preferred Stock.
Unless the Rights are earlier redeemed, in the event that,
after the Rights have become exercisable, the Company were to be acquired in a
merger or other business combination (in which any shares of the Company's
Common Stock are changed into or exchanged for other securities or assets) or
more than 50% of the assets or earning power of the Company and its subsidiaries
(taken as a whole) were to be sold or transferred in one or a series of related
transactions, the Rights Agreement provides that proper provision will be made
so that each holder of record of a Right will from and after such date have the
right to receive, upon payment of the Purchase Price, that number of shares of
common stock of the acquiring company having a market value at the time of such
transaction equal to two times the Purchase Price.
4
In the event any Person becomes an Acquiring Person or any
Acquiring Person, directly or indirectly, (1) merges into the Company or
otherwise combines with the Company in a transaction in which the Company is the
continuing or surviving corporation of such merger or combination and the Common
Stock of the Company remains outstanding and no shares thereof shall be changed
into or exchangeable for Stock or other securities of any other person or of the
Company or cash or any other property, (2) transfers, in one or more
transactions, any assets to the Company in exchange for capital stock of the
Company or for securities exercisable for or convertible into capital stock of
the Company or otherwise obtains from the Company with or without consideration,
any capital stock of the Company or securities exercisable for or convertible
into capital stock of the Company (other than as part of a pro rata offer or
distribution to all holders of such stock), (3) sells, purchases, leases,
exchanges, mortgages, pledges, transfers or otherwise disposes (in one or more
transactions) to , from or with the Company or any of its subsidiaries, as the
case may be, assets on terms and conditions less favorable to the Company or
such subsidiaries than the Company or such subsidiaries would be able to obtain
in arm's length negotiation with an unaffiliated third party, (4) receives any
compensation from the Company or any of the Company's subsidiaries for services
other than compensation for employment as a regular or part-time employee or
fees for serving as a director at rates in accordance with the Company's (or its
subsidiaries') past practice, or (5) receives the benefit (except
proportionately as a shareholder) of any loans, advances, guarantees, pledges or
other financial assistance on terms and conditions less favorable to the Company
or such subsidiaries than the Company or such subsidiaries would be able to
obtain in arm's length negotiation with an unaffiliated third party, then, and
in each such case, proper provision shall be made so that each holder of record
of a Right, other than the Acquiring Person, will thereafter have the right to
receive, upon payment of the Purchase Price, that number of shares of the
Company's Series A Preferred Stock having a market value at the time of the
transaction equal to two times the Purchase Price. This same right shall be
available to each holder of record of a Right, other than the Acquiring Person,
if, while there is an Acquiring Person, there shall occur any reclassification
of securities (including any reverse stock split), recapitalization of the
Company, or any merger or consolidation of the Company with any of its
subsidiaries or any other transaction or transactions involving the Company or
any of its subsidiaries (whether or not involving the Acquiring Person) which
have the effect of increasing by more than 1% the proportionate share of the
outstanding shares of any class of equity securities of the Company or any of
its subsidiaries which is directly or indirectly owned or controlled by the
Acquiring Person. The holder of any Rights that are or were at any time
beneficially owned by an Acquiring Person on or after the earlier of the Stock
Acquisition Date or the Distribution Date, which is or was involved in or which
caused or facilitated, directly or indirectly, the event or transaction or
transactions described in this paragraph shall not be entitled to the benefit of
the adjustment described in this paragraph.
Fractions of shares of Series A Preferred Stock (other than
fractions which are integral multiples of one one-hundredth of a share) may, at
the election of the Company, be evidenced by depositary receipts. The Company
may also issue cash in lieu of fractional shares which are not integral
multiples of one one-hundredth of a share.
5
At any time until the tenth day following the Stock
Acquisition Date (subject to extension by the Board of Directors), the Company
may redeem the Rights in whole, but not in part, at a price of $0.05 per Right.
Immediately upon the action of the Board of Directors of the Company authorizing
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
without any interest thereon.
Until a Right is exercised, the holder, as such, will have no
rights as a shareholder of the Company, including, without limitation, the right
to vote or to receive dividends.
The issuance of the Rights is not taxable to the Company or to
shareholders under presently existing federal income tax law, and will not
change the way in which shareholders can presently trade the Company's shares of
Common Stock. If the Rights should become exercisable, shareholders, depending
on the then existing circumstances, may recognize taxable income.
Subsequent to the issuance of any shares of Series A Preferred
Stock, the provisions of the Certificate of Amendment to the Certificate of
Incorporation of the Company shall not be amended in any manner which would
materially affect the rights, privileges or powers of the Series A Preferred
Stock without, in addition to any other vote of shareholders required by law,
the affirmative vote of the holders of 80% or more of the outstanding shares of
Series A Preferred Stock, voting together as a single class.
The Board of Directors, at its option, may exchange each Right
for (1) one share of Common Stock or (2) 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 the occurrence of a
transaction or event described in Section 11(a)(ii) of the Rights Agreement and
the Purchase Price divided by (y) the market price per Unit of Preferred Stock
upon the occurrence of a transaction or event described in Section 11(a)(ii) of
the Rights Agreement. Notwithstanding the foregoing, the Company may not effect
such exchange at any time after any Person (other than an Exempt Person),
together with all Affiliates and Associates of such Person, becomes the
Beneficial Owner of 80% or more of the shares of Company Common Stock then
outstanding.
The Rights may have certain anti-takeover effects. The Rights
may cause substantial dilution to a person or group who attempts to acquire the
Company on terms not approved by the Company's Board of Directors. Because the
Rights may be redeemed by the Company at $0.05 per Right at any time on or prior
to the tenth day following the Stock Acquisition Date (subject to extension by
the Board of Directors), the Rights are not likely to interfere with any merger
or other business combination approved by the Board prior to such time.
6
The form of the Rights Agreement between the Company and Bank
One, Dayton, N.A. specifying the terms of the Rights, which includes as Exhibit
A the form of Certificate of Amendment specifying the terms of the Series A
Preferred Stock, as Exhibit B the form of Right Certificate, and as Exhibit C
the form of Summary of Rights to Purchase Series A Junior Participating
Preferred Stock, and the Amendment to the Rights Agreement between the Company
and Keybank National Association have been previously filed and are incorporated
herein by reference. The Second Amendment to the Rights Agreement between the
Company and National City Bank is attached hereto as an exhibit and incorporated
herein by reference. The foregoing description of the Rights is qualified by
reference to such documents.
Item 2. Exhibits.
10.1 Form of the Rights Agreement dated as of August 1,
1986 as filed as an Exhibit to Form 8-A filed by the
Registrant on August 13, 1986 is incorporated herein
by reference.
10.2 Amendment to the Rights Agreement dated August 1,
1996 as filed as an Exhibit to Form 8-A/A filed by
the Registrant on July 18, 1997 is incorporated
herein by reference.
10.3 Second Amendment to the Rights Agreement dated June 1,
1998.
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.
FLOWSERVE CORPORATION
By /s/ Ronald F. Shuff
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Name: Ronald F. Shuff
Title: Vice President, Secretary and General
Counsel
Date: June 11, 1998
EXHIBIT INDEX
Exhibit Page
No. Description No.
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10.3 Second Amendment to the Rights Agreement dated
June 1, 1998