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FORM 8 A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) or (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
PEERLESS MFG. CO.
(Exact name of registrant as specified in its charter)
TEXAS 75-0724417
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(State of incorporation or organization) I.R.S. Employer Identification No.
2819 WALNUT HILL LANE, DALLAS TEXAS 75229
P.O. BOX 540667, DALLAS TEXAS 75354
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(Address of principal executive offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of registration of a class of debt
debt securities and is effective securities and is to become
upon filing pursuant to General effective simultaneously with the
Instruction A(c)(1) please check effectiveness of a concurrent
the following box. [ ] registration statement under the
Securities Act of 1933 pursuant to
General Instruction A(c)(2) please
check the following box. [ ]
SECURITIES TO be REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Name of each exchange on
Title of each class which each class is to
to be so registered be registered
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NONE
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
COMMON STOCK PURCHASE RIGHTS
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(Title of Class)
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Item 1. Description of Registrant's Securities
to be Registered
On May 21, 1997, the Board of Directors of Peerless Mfg. Co. (the
"Company") declared a dividend of one common share purchase right (a "Right")
for each outstanding share of common stock, $1.00 par value (the "Common
Shares"), of the Company. The dividend will be made to the shareholders of
record at the close of business on June 2, 1997 (the "Record Date"). Each
Right entitles the registered holder to purchase from the Company one Common
Share at a price of $30.00 (the "Purchase Price"), subject to adjustment. The
description and terms of the Rights are set forth in a Rights Agreement dated
as of May 22, 1997 (the "Rights Agreement") between the Company and ChaseMellon
Shareholder Services, L.L.C. as Rights Agent (the "Rights Agent").
Until the earlier to occur of (i) ten Business Days following a public
announcement that a person or group of affiliated or associated persons has
acquired, or obtained the right to acquire, beneficial ownership of 20% or more
of the outstanding Common Shares (an "Acquiring Person") or (ii) ten Business
Days following the commencement of, or announcement of an intention to make, a
tender offer or exchange offer, the consummation of which would result in the
beneficial ownership by a person or group of 20% or more of such outstanding
Common Shares (the earlier of such dates being the "Distribution Date"), the
Rights will be evidenced, with respect to any of the Common Share certificates
outstanding as of the Record Date, by such Common Share certificate with a copy
of this Summary of Rights attached to the certificate.
The Rights Agreement provides that, until the Distribution Date, the
Rights will be transferred with and only with the Common Shares. Until the
Distribution Date (or earlier redemption or expiration of the Rights), new
Common Share certificates issued after the Record Date upon transfer or new
issuance of Common Shares will contain a notation incorporating the Rights
Agreement by reference. Until the Distribution Date (or earlier redemption or
expiration of the Rights), the surrender for transfer of any certificates for
Common Shares outstanding even without such notation or a copy of this Summary
of Rights being attached to such Certificate, will also constitute the transfer
of the Rights associated with the Common Shares represented by such
certificate. As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights (the "Right Certificates") will be mailed to
holders of record of the Common Shares as of the close of business on the
Distribution Date and such separate Right Certificates alone will evidence the
Rights.
The Rights are not exercisable until the Distribution Date. The Rights
will expire on May 22, 2007 (the "Final Expiration Date"), unless the Final
Expiration Date is extended or unless the Rights are earlier redeemed by the
Company, in each case, as described below.
The Purchase Price payable and the number of Common Shares or other
securities or property 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 Common
Shares, (ii) upon the grant to holders of the Common Shares of certain rights
or warrants to subscribe for or purchase Common Shares at a price or securities
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convertible into Common Shares with a conversion price less than the then
current market price of the Common Shares; or (iii) upon the distribution to
holders of the Common Shares of evidences of indebtedness, cash (other than
regular cash dividends out of the Company's earnings or retained earnings), or
assets.
In the event that any person or entity becomes an Acquiring Person (the
beneficial owner of 20% or more of the Common Shares), provision will be made
so that each Right, other than Rights beneficially owned by the Acquiring
Person (which will then be void), will entitle the holder to purchase that
number of Common Shares having a market value of two times the then current
Purchase Price of the Right.
The Rights Agreement excludes from the definition of Acquiring Person,
Persons who certify to the Company that they inadvertently acquired in excess
of 19.9% of the outstanding Common Shares and thereafter divest such excess
Common Shares or who acquire 20% or more of the Common Shares in a Permitted
Transaction. A "Permitted Transaction" is a stock acquisition or tender or
exchange offer pursuant to a definitive agreement which would result in a
person beneficially owning 20% or more of the Common Shares and which has been
approved by the Board of Directors (including a majority of the Directors not
in association with an Acquiring Person) prior to the execution of the
agreement or the public announcement of the offer.
In the event that the Company is acquired in a merger or other business
combination transaction, or 50% or more of its consolidated assets or earning
power are sold, proper provisions will be made so that each Right will entitle
the holder to purchase that number of shares of common stock of the acquiring
company that at the time of such transaction will have a market value of two
times the then current Purchase Price of the Right.
No adjustment in the Purchase Price will be required until cumulative
adjustments require an adjustment of at least 1% in the Purchase Price. With
certain exceptions, no fractional Common Shares will be issued and, in lieu of
such fractional shares, an adjustment in cash will be made based on the market
price of the Common Shares on the last trading day prior to the date of
exercise.
After a person becomes an Acquiring Person, the Company's Board of
Directors may exchange the Rights, other than those Rights owned by the
Acquiring Person, in whole or in part, at an exchange ratio of one Common Share
per Right, subject to adjustment. However, the Board of Directors cannot
conduct an exchange at any time after any Person, together with its Affiliates
and Associates, becomes the Beneficial Owner of 50% or more of the outstanding
Common Stock.
At any time within ten Business Days following the date that any Person
becomes an Acquiring Person, a Requisite Majority may redeem the Rights in
whole, but not in part, at a price of $0.01 per Right (the "Redemption Price").
In addition, the Board of Directors may extend or reduce the period during
which the Rights are redeemable, so long as the Rights are redeemable at the
time of such extension or reduction. Immediately upon any redemption of the
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Rights, the right to exercise the Rights will terminate and the only right of
the holders of Rights will be to receive the Redemption Price.
The terms of the Rights may be amended by the Board of Directors of the
Company without the consent of the holders of the Rights, including an
amendment to extend the Final Expiration Date, except that from and after the
date any Person becomes an Acquiring Person, no such amendment may adversely
affect the economic interests of the holders of the Rights.
Until a Right is exercised, the holder of the Right, as such, will have
no rights as a shareholder of the Company, including, without limitation, the
right to vote or to receive dividends.
Item 2. Exhibits
1. Shareholder Rights Agreement dated May 22, 1997 among the
Company and ChaseMellon Shareholder Services, L.L.C., as
rights agent.
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized.
PEERLESS MFG. CO.
By: /s/ Sherrill Stone
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Sherrill Stone, President and Chief
Executive Officer
Dated: May 22, 1997
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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1 - Rights Agreement