SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A/A
AMENDMENT TO APPLICATION OR REPORT
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)
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. [ ]
If this Form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(d), check the following box. [ X ]
If this Form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d), check the following box. [ ]
Securities Act registration statement file number to which this Form
relates: ______________ (if applicable)
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
Securities to be registered pursuant to Section 12(g) of the Act: None.
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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 to
Purchase Series A Junior Participating Preferred Stock (each, a "Right", and
collectively, the "Rights") 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). The Rights
were previously registered with the Securities and Exchange Commission on Form
8-A on December 4, 1997. The description and terms of the Rights were set forth
in the Rights Agreement dated as of December 3, 1997 (the "Rights Agreement"),
between the Company and Wachovia Bank, N.A., as Rights Agent (the "Rights
Agent").
On February 4, 1999, the Board of Directors of the Company
determined to amend the Rights Agreement and approved the Rights Agreement dated
as of December 3, 1997 (amended and restated as of February 4, 1999), between
the Company and the Rights Agent (the "Amended Rights Agreement"). The Amended
Rights Agreement was adopted to eliminate all "continuing director" provisions
from the Rights Agreement and to amend or remove certain related provisions. The
description and terms of the Rights are set forth in the Amended Rights
Agreement. A complete copy of the Amended Rights Agreement, which includes as
Exhibit A the Form of Rights Certificate, is attached hereto as Exhibit 4.1 and
is incorporated herein by reference. The following description of the Rights
does not purport to be complete and is qualified in its entirety by reference to
such Exhibit 4.1.
Each Right entitles the registered holder, subject to the
terms of the Amended Rights Agreement, 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.
Initially, the Rights attach to all certificates evidencing
shares of outstanding Company Common Stock, and no separate Rights Certificates
are 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
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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
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 Amended 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.
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
Amended 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 Amended Rights
Agreement) were, beneficially owned by any Acquiring Person will be null and
void.
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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 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 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, 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
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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 Amended 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 Amended 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 Amended 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 Amended Rights
Agreement; provided, however, that no amendment to lengthen the time period
governing redemption shall be made at such time as the Rights are not
redeemable.
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.
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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 the Board of Directors of the Company
unless the offer is conditioned on a substantial number of Rights being
acquired. However, the Rights should not interfere with any merger or other
business combination approved by the Board of Directors of the Company 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 the Company's Board of 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 Company's 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.
Item 2. Exhibits.
Exhibit 4.1 is hereby amended in its entirety by replacing the Rights
Agreement with the Amended Rights Agreement.
Exhibit No. Description
4.1 Rights Agreement dated as of December 3, 1997 (amended and
restated as of February 4, 1999), between Burlington
Industries, Inc. and Wachovia Bank, N.A., as Rights Agent.
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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/ John D. Englar
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Name: John D. Englar
Title: Senior Vice President
Date: April 5, 1999
EXHIBIT INDEX
Exhibit
No. Description
4.1 Rights Agreement dated as of December 3, 1997 (amended and
restated as of February 4, 1999), between Burlington
Industries, Inc. and Wachovia Bank, N.A., as Rights Agent.