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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)
APRIL 21, 1999
WARREN BANCORP, INC.
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(Exact name of registrant as specified in charter)
MASSACHUSETTS
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(State or Other Jurisdiction of Incorporation)
0-17222 04-3024165
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(Commission file number) (IRS employer identification number)
10 MAIN STREET, PEABODY, MA 01960
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(Address of principal executive offices) (Zip code)
(978) 531-7400
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(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS
On April 21, 1999 the Board of Directors of Warren Bancorp, Inc. (the
"Company") adopted a new Shareholder Rights Agreement (the "Rights Agreement").
The following description of the terms of the Rights Agreement does not purport
to be complete and is qualified in its entirety by reference to the Rights
Agreement which is attached hereto as an exhibit and is incorporated herein by
reference.
Pursuant to the terms of the Rights Agreement, the Board of Directors
declared a dividend distribution of one Preferred Stock Purchase Right (a
"Right") for each outstanding share of Common Stock of the Company (the "Common
Stock") to stockholders of record as of April 22, 1999 (the "Record Date"). In
addition, one Right will automatically attach to each share of Common Stock
issued between the Record Date and the Distribution Date (as hereinafter
defined). Each Right entitles the registered holder thereof to purchase from the
Company a unit consisting of one one-thousandth of a share (a "Unit") of Series
B Junior Participating Cumulative Preferred Stock, par value $0.10 per share, at
a cash exercise price of $35.00 per Unit, subject to adjustment.
Initially, the Rights are not exercisable and are attached to and trade
with all shares of Common Stock outstanding as of, and issued subsequent to, the
Record Date. The Rights will separate from the Common Stock and will become
exercisable upon the earliest of (i) the close of business on the tenth calendar
day following the first public announcement that a person or group of affiliated
or associated persons has acquired beneficial ownership of 15% or more of the
outstanding shares of Common Stock (an "Acquiring Person"), (ii) the close of
business on the tenth business day (or such later day as the Board of Directors
may determine) following the commencement of a tender offer or exchange offer
that would result upon its consummation in a person or group becoming the
beneficial owner of 15% or more of the outstanding shares of Common Stock or
(iii) the determination by the Board of Directors that any person is an "Adverse
Person" (the earliest of such dates being herein referred to as the
"Distribution Date").
The Rights are not exercisable until the Distribution Date and will
expire at the close of business on April 21, 2009 (the "Expiration Date"),
unless previously redeemed or exchanged by the Company as described below.
The Rights may be redeemed in whole, but not in part, at a price of
$0.01 per Right (payable in cash, Common Stock or other consideration deemed
appropriate by the Board of Directors) by the Board of Directors only until the
earliest of (i) the time at which a person is declared to be an Adverse Person,
(ii) the time at which any person becomes an Acquiring Person, or (iii) the
expiration date of the Rights Agreement. Immediately upon the action of the
Board of Directors ordering redemption of the Rights, the Rights will terminate
and thereafter the only right of the holders of Rights will be to receive the
redemption price.
The Rights Agreement may be amended by the Board of Directors in its
sole discretion until the earlier to occur of (i) the time at which any person
becomes an Acquiring Person or (ii) the time at which a person is declared to be
an Adverse Person. After such time, the Board of
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Directors may, subject to certain limitations set forth in the Rights Agreement,
amend the Rights Agreement only to cure any ambiguity, defect or inconsistency,
to shorten or lengthen any time period, or to make changes that do not adversely
affect the interests of Rights holders (excluding the interests of an Acquiring
Person, an Adverse Person or their associates or affiliates). In addition, the
Board of Directors may at any time prior to the earlier to occur of (i) the time
at which any person becomes an Acquiring Person or (ii) the time at which a
person is declared to be an Adverse Person, amend the Rights Agreement to lower
the threshold at which a person becomes an Acquiring Person to not less than the
greater of (i) the sum of .001% and the largest percentage of the outstanding
Common Stock then owned by any person and (ii) 10%.
Until a Right is exercised, the holder will have no rights as a
stockholder of the Company (beyond those as an existing stockholder), including
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, other securities of the Company, other
consideration or for common stock of an acquiring company.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS
Exhibit 3.1 - Certificate of Vote of Directors Establishing a Series
of a Class of Stock of Warren Bancorp, Inc. classifying
and designating the Series B Junior Participating
Cumulative Preferred Stock.
Exhibit 4.1 - Shareholder Rights Agreement, dated as of April 21,
1999, between Warren Bancorp, Inc. and Registrar and
Transfer Company, as Rights Agent.
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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 hereunto duly authorized.
Date: April 21, 1999 By: /s/ John R. Putney
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Name: John R. Putney
Title: President
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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3.1 Certificate of Vote of Directors Establishing a Series of a
Class of Stock of Warren Bancorp, Inc. classifying and
designating the Series B Junior Participating Cumulative
Preferred Stock.
4.1 Shareholder Rights Agreement, dated as of April 21, 1999,
between Warren Bancorp, Inc. and Registrar and Transfer
Company, as Rights Agent.
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