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): July 18, 1996.
H. B. FULLER COMPANY
(Exact name of registrant as specified in its charter)
Minnesota 0-3488 41-0268370
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
2400 Energy Park Drive
St. Paul, Minnesota 55108
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (612) 645-3401
Not Applicable
(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS
On July 18, 1996, the Board of Directors of H. B. Fuller Company (the
"Company") approved the extension of the benefits afforded by the Company's
existing shareholder rights plan by adopting a new shareholder rights plan. The
new plan, like the existing plan, is intended to preserve the long-term value of
the Company for all of its stakeholders, guard against partial stock offers and
other coercive tactics and promote continuity and stability. It does not prevent
a takeover, but should encourage anyone seeking to acquire the Company to
negotiate with the Board prior to attempting a takeover.
SHAREHOLDER RIGHTS PLAN. In connection with the shareholder rights
plan, the Board of Directors declared a dividend of one Common Stock purchase
right (a "Right") for each outstanding share of Common Stock, par value $1.00
(the "Common Stock"), of the Company. The dividend will be paid on July 30, 1996
to shareholders of record on July 30, 1996. The description and terms of the
Rights are set forth in a Rights Agreement (the "Rights Agreement"), dated as of
July 18, 1996, between the Company and Norwest Bank Minnesota, National
Association, as Rights Agent (the "Rights Agent").
Initially, the Rights will be evidenced by the certificates
representing Common Stock and no separate right certificates will be
distributed. The Rights will separate from the Common Stock, and a Distribution
Date for the Rights will occur upon the earlier of: (i) the first date of a
public announcement that a person or group of affiliated or associated persons
has become an "Acquiring Person" (i.e., has become, subject to certain
exceptions, the beneficial owner of Common Stock or other capital stock which
equals or exceeds 15% of the voting power of the Company (other than outstanding
preferred stock) and (ii) the commencement or public announcement of a tender
offer or exchange offer for securities having 15% or more of the outstanding
voting power. As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights will be mailed to holders of record of the
Common Stock on the Distribution Date, and such separate right certificates will
evidence the Rights.
Each Right will entitle the registered holder to purchase from the
Company one share of Common Stock at a price of $180.00 (the "Purchase Price"),
subject to adjustment. The Rights are not exercisable until the Distribution
Date. The Rights will expire on July 30, 2006, unless extended or earlier
redeemed or exchanged by the Company.
The Purchase Price payable and the number of shares of Common 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 shares of Common Stock, (ii) upon the
grant to holders of the shares of Common Stock of certain rights or warrants to
subscribe for or purchase shares of Common Stock or convertible securities at
less than the then current market price of the shares of Common Stock or (iii)
upon the distribution to holders of the shares of Common Stock of evidences of
indebtedness or assets (excluding regular periodic cash dividends or dividends
payable in shares of Common Stock) or of subscription rights or warrants (other
than those described in clause (ii) of this paragraph).
If any person becomes an Acquiring Person, holders of Rights (other
than an Acquiring Person) will have the right to receive upon exercise thereof
at the then current Purchase Price that number of shares of Common Stock having
a market value of two times the Purchase Price, subject to certain possible
adjustments.
If the Company is acquired in certain mergers or other business
combination transactions or 50% or more of the assets or earning power of the
Company and its subsidiaries (taken as a whole) are sold after there is an
Acquiring Person, holders of the Rights will thereafter have the Right to
receive, upon exercise thereof at the then current exercise price of the Right,
that number of shares of Common Stock of the acquiring company (or, in certain
cases, one of its Affiliates) having a market value of two times the Purchase
Price.
After a person becomes an Acquiring Person, and prior to the
acquisition by a person of 50% or more of the outstanding Common Stock, the
Board of Directors of the Company may exchange all or part of the Rights for
Common Stock at an exchange ratio of one share of Common Stock per Right.
Before a person has become an Acquiring Person, the Board of Directors
of the Company may redeem the Rights in whole, but not in part, at a price of
$.01 per Right, subject to adjustment.
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NEW PREFERRED STOCK. In connection with the adoption of the
shareholder rights plan, the Board of Directors authorized a new series of
preferred stock ("Series B Shares") that would be exchanged for the Company's
existing Series A Preferred Stock ("Series A Shares"), if and at such time as
the rights issued pursuant to the new shareholder rights plan become
exercisable. The Company entered into a Stock Exchange Agreement dated July 18,
1996, with Elmer L. Andersen by which the Series B Shares would be exchanged for
all Series A Shares on the Distribution Date. The exchange of the Series B
Shares, all of which is held by Elmer L. Andersen, is intended to preserve Mr.
Andersen's voting power, in the event any rights are exercised.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(C) EXHIBITS
4. Rights Agreement, dated as of July 18, 1996, between the Company
and Norwest Bank Minnesota, National Association, as Rights Agent,
which includes as an exhibit the form of Right Certificate.
10. Stock Exchange Agreement, dated July 18, 1996, between H. B.
Fuller Company and Elmer L. Andersen, including Designations for
Series B Preferred Stock.
99. Press release dated July 18, 1996.
SIGNATURE
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, hereto duly authorized.
Date: July 24, 1996
H. B. FULLER COMPANY
By: /s/Walter Kissling
-----------------------------------
Walter Kissling
President and Chief Executive Officer
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INDEX TO EXHIBITS
EXHIBIT DESCRIPTION OF EXHIBIT
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4 Rights Agreement, dated as of July 18, 1996, between H. B. Fuller
Company and Norwest Bank Minnesota, National Association, as Rights
Agent, which includes as an exhibit the form of Right Certificate
10 Stock Exchange Agreement, dated July 18, 1996, between H. B. Fuller
Company and Elmer L. Andersen, including Designations for Series B
Preferred Stock
99 Press release dated July 18, 1996
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