SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 1
to
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): July 24, 1997
OREGON METALLURGICAL CORPORATION
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(Exact name of registrant as specified in its charter)
Oregon
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(State or other jurisdiction of incorporation)
0-1339 93-0448167
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(Commission File Number) (IRS Employer
Identification No.)
530 34th Avenue S.W., Albany, OR 97321
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (541) 967-9000
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ITEM 5. OTHER EVENTS.
On December 12, 1996 the Board of Directors of Oregon Metallurgical
Corporation, an Oregon corporation (the "Company"), authorized and declared a
dividend of a right to purchase one-fifth of a share of common stock, par value
$1.00 ("Common Share") and a note for each Common Share of the Company
outstanding as of January 3, 1997 (the "Record Date"). On April 24, 1997, the
Company's Restated Articles of Incorporation were amended to increase the number
of authorized Common Shares from 25 million to 80 million. On July 24, 1997, the
Board of Directors amended the Rights Agreement to replace the right with one
Common Share right (the "Right"). The Rights were issued subject to the terms of
the Rights Agreement, dated December 12, 1996 and amended as of July 24, 1997
(the "Rights Agreement"), between the Company and ChaseMellon Shareholder
Services, LLC, as Rights Agent.
The Rights Agreement provides that Common Shares which become
outstanding after the Record Date will also be entitled to one Right per Common
Share. The Rights are in all respects governed by and subject to the terms of
the Rights Agreement, as it may be amended, and incorporated herein by
reference. A summary description of the Rights is set forth in Exhibit B to the
Rights Agreement, which description is qualified by reference to the Rights
Agreement.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
without conditioning the offer on the Rights being redeemed or a substantial
number of Rights being acquired. However, the Rights generally should not
interfere with any merger or other business combination approved by the Board of
Directors.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of business acquired: None.
(b) Pro forma financial information: None.
(c) Exhibits:
Exhibit Number Exhibit
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10.1 Rights Agreement (including a Form
of Rights Certificate as Exhibit A
and a Summary of Rights to Purchase
Common Shares as Exhibit B) (Filed as
Exhibit 1 to the Company's
Registration Statement on Form 8-A
(SEC Reg. No.000-01339) and
incorporated by reference herein).
99.1 Form of letter to shareholders,
dated October 20, 1997
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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, thereunto duly authorized.
OREGON METALLURGICAL CORPORATION
(Registrant)
Date: October 21, 1997 By: /s/ Dennis P. Kelly
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Dennis P. Kelly
Vice President Finance
Treasurer and Chief Financial Officer
Index to Exhibits
Exhibit Number Exhibit
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10.1 Rights Agreement (including a Form
of Rights Certificate as Exhibit A
and a Summary of Rights to Purchase
Common Shares as Exhibit B) (Filed as
Exhibit 1 to Form 8-A Registration
Statement 000-01339 and incorporated
by reference herein).
99.1 Form of letter to shareholders,
dated October 20, 1997.
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