SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): November 18, 1998
FIRST BELL BANCORP, INC.
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(Exact name of Registrant as specified in its charter)
DELAWARE 0-25172 251752651
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
300 DELAWARE AVENUE, SUITE 1704,
WILMINGTON, DELAWARE 19801
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(Address of principal executive offices) (Zip Code)
Registrants telephone number,
including area code:
(412) 734-2700
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Not Applicable
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(Former name or former address, if changed since last report.)
Exhibit Index on Page 8
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Item 5. Other Events.
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On November 18, 1998, the Board of Directors of First Bell Bancorp,
Inc. (the "Company") declared a distribution of one Right for each outstanding
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share of Common Stock, par value $0.01 per share (the "Company Common Stock"),
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to stockholders of record at the close of business on November 30, 1998 (the
"Record Date") and for each share of Company Common Stock issued (including
shares distributed from Treasury) by the Company thereafter and prior to the
Distribution Date (as defined below). Each Right entitles the registered holder,
subject to the terms of the Rights Agreement (as defined below), to purchase
from the Company one one-thousandth of a share (a "Unit") of Series A Preferred
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Stock, par value $0.01 per share (the "Preferred Stock"), at a Purchase Price
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of $50.00 per Unit, subject to adjustment. The Purchase Price is payable in cash
or by certified or bank check payable to the order of the Company or by wire
transfer of immediately available funds to the account of the Company. The
description and terms of the Rights are set forth in a Rights Agreement between
the Company and Registrar and Transfer Company as Rights Agent (the "Rights
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Agreement").
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Initially, the Rights will attach to all certificates representing
shares of outstanding Company Common Stock, and no separate Rights Certificates
will be distributed. The Rights will separate from the Company Common Stock and
the Distribution Date will occur upon the earlier of (i) 10 days following a
public announcement (the date of such announcement being the "Stock Acquisition
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Date") that a person or group of affiliated or associated persons (other than
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the Company, any Subsidiary of the Company or any employee benefit plan of the
Company or such Subsidiary) (an "Acquiring Person") has acquired, obtained the
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right to acquire, or otherwise obtained beneficial ownership of 10% or more of
the then outstanding shares of Company Common Stock and (ii) 10 business days
(or such later date as may be determined by action of the Board of Directors
prior to such time as any person becomes an Acquiring Person) following the
commencement of a tender offer or exchange offer that would result in a person
or group beneficially owning 10% or more of the then outstanding shares of
Company Common Stock. Until the Distribution Date, (i) the Rights will be
evidenced by Company Common Stock certificates and will be transferred with and
only with such Company Common Stock certificates, (ii) new Company Common Stock
certificates issued after the Record Date (also including shares distributed
from Treasury) will contain a notation incorporating the Rights Agreement by
reference and (iii) the surrender for transfer of any certificates representing
outstanding Company Common Stock will also constitute the transfer of the Rights
associated with the Company Common Stock represented by such certificates.
The Rights are not exercisable until the Distribution Date and will
expire at the close of business on the tenth anniversary of the Rights Agreement
unless earlier redeemed by the Company as described below.
As soon as practicable after the Distribution Date, Rights
Certificates will be mailed to holders of record of Company Common Stock as of
the close of business on the
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Distribution Date and, thereafter, the separate Rights Certificates alone will
represent the Rights.
In the event that (i) the Company is the Surviving corporation in a
merger with an Acquiring Person and shares of Company Common Stock shall remain
outstanding, (ii) a Person becomes an Acquiring Person, (iii) an Acquiring
Person engages in one or more "self-dealing" transactions as set forth in the
Rights Agreement, or (iv) during such time as there is an Acquiring Person, an
event occurs which results in such Acquiring Person's ownership interest being
increased by more than l% (e.g., by means of a reverse stock split or
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recapitalization) (each such event being a "Section 11(a)(ii) Event"), then, in
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each such case, each holder of a Right will thereafter have the right to
receive, upon exercise, Units of Preferred Stock (or, in certain circumstances,
Company Common Stock, cash, property or other securities of the Company) having
a value equal to two times the exercise price of the Right. The exercise price
is the Purchase Price multiplied by the number of Units of Preferred Stock
issuable upon exercise of a Right prior to the events described in this
paragraph. Notwithstanding any of the foregoing, following the occurrence of any
of the events set forth in this paragraph, all Rights that are, or (under
certain circumstances specified in the Rights Agreement) were, beneficially
owned by any Acquiring Person will be null and void.
In the event that, at any time following the Stock Acquisition Date,
(i) the Company is acquired in a merger or other business combination
transaction and the Company is not the surviving corporation (other than a
merger described in the preceding paragraph), (ii) any Person consolidates or
merges with the Company and all or part of the Company Common Stock is converted
or exchanged for securities, cash or property of any other Person or (iii) 50%
or more of the Company's assets or earning power is sold or transferred, each
holder of a Right (except Rights which previously have been voided as described
above) shall thereafter have the right to receive, upon exercise, common stock
of the ultimate parent of the Acquiring Person having a value equal to two times
the exercise price of the Right.
The Purchase Price payable, and the number of Units of Preferred 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 Preferred Stock, (ii) if
holders of the Preferred Stock are granted certain rights or warrants to
subscribe for Preferred Stock or convertible securities at less than the current
market price of the Preferred Stock, or (iii) upon the distribution to the
holders of the Preferred Stock of evidences of indebtedness, cash or assets
(excluding regular quarterly cash dividends) or of subscription rights or
warrants (other than those referred to above).
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments amount to at least 1% of the Purchase
Price. The Company is
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not required to issue fractional Units. In lieu thereof, an adjustment in cash
may be made based on the market price of the Preferred Stock prior to the date
of exercise.
At any time until 10 days following the Stock Acquisition Date, a
majority of the Company's Board of Directors may redeem the Rights in whole, but
not in part, at a price of $0.01 per Right (subject to adjustment in certain
events) (the "Redemption Price"), payable, at the election of such majority of
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the Company's Board of Directors, in cash or shares of Company Common Stock.
Immediately upon the action of the Company's Board of Directors ordering the
redemption of the Rights, the Rights will terminate and the only right of the
holders of Rights will be to receive the Redemption Price.
The Board of Directors, at its option, may exchange each Right for (i)
one Unit of Preferred Stock or (ii) such number of Units of Preferred Stock as
will equal (x) the difference between the aggregate market price of the number
of Units of Preferred Stock to be received upon a Section 11(a)(ii) Event and
the purchase price set forth in the Rights Agreement divided by (y) the market
price per Unit of Preferred Stock upon the Section 11(a)(ii) Event.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends. While the distribution of the Rights will not
be taxable to stockholders or to the Company, stockholders may, depending upon
the circumstances, recognize taxable income in the event that the Rights become
exercisable for Units of Preferred Stock (or other consideration).
Any of the provisions of the Rights Agreement may be amended without
the approval of the holders of the Company's Common Stock at any time prior to
the Distribution Date. After the Distribution Date, the provisions of the Rights
Agreement may be amended in order to cure any ambiguity, defect or
inconsistency, to make changes which do not adversely affect the interests of
holders of Rights (excluding the interests of any Acquiring Person), or to
shorten or lengthen any time period under the Rights Agreement; provided,
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however, that no amendment to adjust the time period governing redemption shall
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be made at such time as the Rights are not redeemable.
A total of 100,000 shares of Preferred Stock will be reserved for
issuance upon exercise of the Rights. The Units of Preferred Stock that may be
acquired upon exercise of the Rights will be nonredeemable and subordinate to
any other shares of preferred stock that may be issued by the Company.
Each Unit of Preferred Stock will have a minimum preferential
quarterly dividend of $0.10 per Unit but will, in any event, be entitled to a
dividend equal to the per share dividend declared on the Company Common Stock.
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In the event of liquidation, the holder of a Unit of Preferred Stock
will receive a preferred liquidation payment equal to the greater of $0.01 per
Unit and the per share amount paid in respect of a share of Company Common
Stock.
Each Unit of Preferred Stock will have one vote, voting together with
the Company Common Stock. The holders of Units of Preferred Stock, voting as a
separate class, shall be entitled to elect two directors if dividends on the
Preferred Stock are in arrears for six fiscal quarters.
In the event of any merger, consolidation or other transaction in
which shares of Company Common Stock are exchanged, each Unit of Preferred Stock
will be entitled to receive the per share amount paid in respect of each share
of Company Common Stock.
The rights of holders of the Preferred Stock to dividends, liquidation
and voting, and in the event of mergers and consolidations, are protected by
customary antidilution provisions.
Because of the nature of the Preferred Stock's dividend, liquidation
and voting rights, the economic value of one Unit of Preferred Stock that may be
acquired upon the exercise of each Right should approximate the economic value
of one share of Company Common Stock.
The Rights may have certain anti-takeover effects. The Rights will
cause substantial dilution to a person or group that attempts to acquire the
Company on terms not approved by the Company's Board of Directors unless the
offer is conditioned on a substantial number of Rights being acquired. However,
the Rights should not interfere with any merger or other business combination
approved by the Company's Board of Directors because the Rights may be redeemed
by the Company at $0.01 per Right at any time on or prior to the tenth day
following the Stock Acquisition Date (subject to extension by the Company's
Board of Directors). Thus, the Rights are intended to encourage persons who may
seek to acquire control of the Company to initiate such an acquisition through
negotiations with the Board of Directors. However, the effect of the Rights may
be to discourage a third party from making a partial tender offer or otherwise
attempting to obtain a substantial equity position in the equity securities of
or seeking to obtain control of, the Company. To the extent any potential
acquirors are deterred by the Rights, the Rights may have the effect of
preserving incumbent management in office.
The Rights Agreement between the Company and the Rights Agent
specifying the terms of the Rights, which includes as Exhibit A the Form of
Rights Certificate, is attached hereto as Exhibit 4 and is incorporated herein
by reference. The foregoing description of the
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Rights does not purport to be complete and is qualified in its entirety by
reference to such Exhibit 4.
Item 7. Financial Statements and Exhibits
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Exhibit 4 Rights Agreement dated as of November 18, 1998, between
First Bell Bancorp, Inc. and Registrar and Transfer
Company, including Form of Rights Certificate as Exhibit
A, Summary of Rights to Purchase Preferred Stock as
Exhibit B and the Form of Certificate of Designation for
the Preferred Stock as Exhibit C.
Exhibit 99 Press Release dated November 18, 1998.
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, thereto duly authorized.
First Bell Bancorp, Inc.
By/s/ Albert H. Eckert, II
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Albert H. Eckert, II
President and Chief Executive Officer
Date: November 20, 1998
EXHIBIT INDEX
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Exhibit
No. Description
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4 Rights Agreement dated as of November 18, 1998,
between First Bell Bancorp, Inc and Registrar
and Transfer Company, including Form of Rights
Certificate as Exhibit A, Summary of Rights to
Purchase Preferred Stock as Exhibit B and Form
of Certificate of Designation for the Preferred
Stock as Exhibit C.
99 Press Release dated November 18, 1998.