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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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): June 15, 1999
DANIEL INDUSTRIES, INC.
(Exact name of registrant as specified in charter)
Delaware 1-6098 74-1547355
(State of Incorporation) (Commission File No.) (I.R.S. Employer
Identification No.)
9753 Pine Lake Drive
Houston, Texas 77055
(Address of Principal Executive Offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (713) 467-6000
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ITEM 5. OTHER EVENTS
In connection with the execution and delivery of the Agreement and Plan
of Merger dated May 12, 1999 (the "Merger Agreement"), by and among Emerson
Electric Co. ("Emerson"), Emersub LXXIV, Inc. and Daniel Industries, Inc. (the
"Company"), the Company's Board of Directors approved an amendment, effective as
of May 12, 1999, to the Company's Rights Agreement (the "Agreement") (i) to
exclude Emerson and its subsidiaries and affiliates as "Acquiring Persons" under
the Agreement and (ii) to provide that no Distribution Date (as defined in the
Agreement) would occur by reason of the approval or execution of the Merger
Agreement, the announcement or consummation of a tender offer by Emersub LXXIV,
Inc. to purchase all the issued and outstanding shares of the Company at $21.25
per share, the subsequent merger of Emersub LXXIV, Inc. with and into the
Company or any of the other transactions contemplated by the Merger Agreement.
Other amendments to the Agreement, including the elimination of the
disinterested director requirement for taking certain actions under the
Agreement, had already been approved.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
4.1 First Amendment to Rights Agreement Rights Agreement, dated
as of May 12, 1999, between Daniel Industries, Inc. and
EquiServe Trust Company, N.A. (successor to Wachovia Bank
and Trust Company, N.A.)
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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 hereunto duly authorized.
DANIEL INDUSTRIES, INC.
Dated: June 15, 1999 /s/ James M. Tidwell
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James M. Tidwell
Executive Vice President
and Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
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4.1 First Amendment to Rights Agreement Rights Agreement, dated
as of May 12, 1999, between Daniel Industries, Inc. and
EquiServe Trust Company, N.A. (successor to Wachovia Bank
and Trust Company, N.A.)