UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 _______________ FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report: August 9, 1996 CARLISLE COMPANIES INCORPORATED ----------------------------------------------- (Exact name of registrant specified in its charter) Delaware 1-9278 31-1168055 - ------------------------------------------------------------------ (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 250 South Clinton Street, Suite 201, Syracuse, NY 13202 - ------------------------------------------------------------------ (Address of principal executive offices) 315-474-2500 -------------------------------- (Registrant's telephone number) INFORMATION TO BE INCLUDED IN THE REPORT Items 1 through 4 and 6 are inapplicable and are omitted from this Report. Item 5. Other Events ------------ The information called for by this Item is contained in the News Release and the letter to Shareholders of Carlisle Companies Incorporated, which are included herewith as Exhibits 99.1 and 99.2 and which are incorporated by reference herein. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. ----------------------------------------- (a) Financial Statements of Business Acquired. Not Applicable. (b) Pro Forms Financial Information. Not Applicable. (c) Exhibits. The following exhibits are filed with this Report on Form 8-K: REGULATION S-K EXHIBIT NUMBERS EXHIBIT --------------- ------- 4,10 Amendment No. 1, dated as of August 7, 1996, to the Rights Agreement, dated as of February 8, 1989, between Carlisle Companies Incorporated and Harris Trust and Savings Bank, as Rights Agent. Amendment No. 1 includes as Exhibit B thereto amended and restated pages 1 and 2 to the Rights Certificate 99.1 News Release dated August 8, 1996 99.2 Form of Letter to Shareholders of Carlisle Companies Incorporated dated August ___, 1996 - 2 - EXHIBIT INDEX ------------- Exhibit Number Description Page - -------------- ----------- ---- 4,10 Amendment No. 1, dated as of August 7, 1996, to the Rights Agreement, dated as of February 8, 1989, between Carlisle Companies Incorporated and Harris Trust and Savings Bank, as Rights Agent. Amendment No. 1 includes as Exhibit B thereto amended and restated pages 1 and 2 to the Rights Certificate 99.1 News Release dated August 8, 1996 99.2 Form of Letter to Shareholders of Carlisle Companies Incorporated dated August ___, 1996 - 3 - SIGNATURES ---------- Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Dated: August 9, 1996 CARLISLE COMPANIES INCORPORATED By: /s/ Stephen P. Munn ------------------------------ Stephen P. Munn Chairman and Chief Executive Officer - 4 -