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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
Filed pursuant to Section 13, or 15(d) of
the Securities Exchange Act of 1934
Date of Report: December 22, 1994
HUFFY CORPORATION
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(Exact name of registrant as specified in its charter)
Ohio
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(State of other Jurisdiction of Incorporation)
1-5325 31-0326270
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(Commission File Number) (IRS Employer Identification No.)
225 Byers Road, Miamisburg, Ohio 45342
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(Address of Principal Executive Offices) (Zip Code)
(513) 866-6251
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(Registrant's Telephone Number)
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The undersigned registrant hereby reports the event, as set
forth below, with respect to which information is not otherwise called for by
this form, that the registrant deems of importance to security-holders.
Item 5. Other Events.
On December 9, 1994, the Board of Directors of Huffy
Corporation (the "Company") approved an amendment and restatement of the
Rights Agreement, dated as of December 16, 1988, and previously amended as of
August 23, 1991, between Huffy Corporation and Bank One, Indianapolis, National
Association (as so amended and restated, the "Amended and Restated Rights
Agreement"). The Rights Plan, as amended by the Amended and Restated Rights
Agreement (the "Amended Plan"), eliminates the qualified offer provision that
provided that the "flip-in" provision would not apply in the event a person
purchased at least 80% of the Company's common stock pursuant to a cash tender
offer for all outstanding shares.
The Amended Plan extends the expiration date of the Rights to
December 9, 2004, ten years from the adoption of the Amended and Restated
Rights Agreement. In addition, the Amended Plan increases the exercise price
of each Right from $45 to $60 per one one-hundredth of a share of the Company's
Series C Preferred Stock. The Amended Plan also provides for certain technical
revisions, including a reduction of the redemption price from $.02 to $.01 per
Right.
The foregoing description of the Amended Plan is qualified in
its entirety by reference to the full text of the Amended and Restated Rights
Agreement, which is attached hereto as Exhibit 1 and is incorporated herein by
reference.
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Exhibits
1. Rights Agreement, dated as of December 16, 1988, as amended and
restated as of December 9, 1994, between Huffy Corporation and Bank
One, Indianapolis, National Association, as Rights Agent.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this amendment to be signed on its behalf
by the undersigned thereunto duly authorized.
HUFFY CORPORATION
By: /s/ Nancy Michaud
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Name: Nancy Michaud
Title: Vice President,
General Counsel and
Secretary
Dated: December 19, 1994
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INDEX TO EXHIBITS
Exhibit Page
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1. Rights Agreement, dated as of December 16, 1988, 6
as amended and restated as of December 9, 1994,
between Huffy Corporation and Bank One,
Indianapolis, National Association,
as Rights Agent.
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