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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
WARREN BANCORP, INC.
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(Exact name of registrant as specified in charter)
MASSACHUSETTS 04-3024165
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(State or other jurisdiction (IRS employer
of incorporation) identification no.)
10 MAIN STREET, PEABODY, MA 01960
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(Address of principal executive offices) (Zip code)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which each class is
to be so registered to be registered
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NONE NONE
Securities to be registered pursuant to Section 12(g) of the Act:
PREFERRED 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 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 shareholders 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
(the "Preferred Stock"), at a cash exercise price of $35.00 per Unit (the
"Exercise Price"), 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") (the date of said
announcement being referred to as the "Stock Acquisition Date"), (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 Board of Directors may declare a person to be an Adverse Person
after a determination that such person, alone or together with its affiliates
and associates, has become the beneficial owner of 10% or more of the
outstanding shares of Common Stock and a determination by the Board of
Directors, after reasonable inquiry and investigation, including such
consultation, if any, with such persons as the directors shall deem appropriate,
that (a) such beneficial ownership by such person is intended to cause, is
reasonably likely to cause or will cause the Company to repurchase the Common
Stock beneficially owned by such person or to cause pressure on the Company to
take action or enter into a transaction or series of transactions which would
provide such person with short-term financial gain under circumstances where the
Board of Directors determines that the best long-term interests of the Company
and its shareholders, but for the actions and possible actions of such person,
would not be served by taking such action or entering into such transaction or
series of transactions at that time or (b) such beneficial ownership
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is causing, or is reasonably likely to cause, a material adverse impact
(including, but not limited to, impairment of relationships with customers or
impairment of the Company's ability to maintain its competitive position) on the
business or prospects of the Company. No delay or failure by the Board of
Directors to declare a person to be an Adverse Person shall in any way waive or
otherwise affect the power of the Board of Directors subsequently to declare a
person an Adverse Person. In the event that the Board of Directors should at any
time determine, upon reasonable inquiry and investigation, including
consultation with such persons as the Board of Directors shall deem appropriate,
that such person has not met or complied with any condition specified by the
Board of Directors, the Board of Directors may at any time thereafter declare
the person to be an Adverse Person.
Until the Distribution Date (or earlier redemption, exchange or
expiration of the Rights), (a) the Rights will be evidenced by the Common Stock
certificates and will be transferred with and only with such Common Stock
certificates, (b) new Common Stock certificates issued after the Record Date
will contain a notation incorporating the Rights Agreement by reference, and (c)
the surrender for transfer of any certificates for Common Stock will also
constitute the transfer of the Rights associated with the Common Stock
represented by such certificate.
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.
As soon as practicable after the Distribution Date, Right Certificates
will be mailed to holders of record of Common Stock as of the close of business
on the Distribution Date and, thereafter, the separate Right Certificates alone
will represent the Rights. Except as otherwise determined by the Board of
Directors, only shares of Common Stock issued prior to the Distribution Date
will be issued with Rights.
In the event that a Stock Acquisition Date occurs or the Board of
Directors determines that a person is an Adverse Person, proper provision will
be made so that each holder of a Right (other than an Acquiring Person, an
Adverse Person or their associates or affiliates, whose Rights shall become null
and void) will thereafter have the right to receive upon exercise that number of
Units of Preferred Stock of the Company having a market value of two times the
exercise price of the Right (such right being referred to as the "Subscription
Right"). In the event that, at any time following the Stock Acquisition Date,
(i) the Company consolidates with, or merges with and into, any other person,
and the Company is not the continuing or surviving corporation, (ii) any person
consolidates with the Company, or merges with and into the Company and the
Company is the continuing or surviving corporation of such merger and, in
connection with such merger, all or part of the shares of Common Stock are
changed into or exchanged for stock or other securities of any other person or
cash or any other property, or (iii) 50% or more of the Company's assets or
earning power is sold, mortgaged or otherwise transferred, each holder of a
Right shall thereafter have the right to receive, upon exercise, common stock of
the acquiring company having a market value equal to two times the exercise
price of the Right (such right being referred to as
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the "Merger Right"). The holder of a Right will continue to have the Merger
Right whether or not such holder has exercised the Subscription Right. Rights
that are or were beneficially owned by an Acquiring Person or an Adverse Person
may (under certain circumstances specified in the Rights Agreement) become null
and void.
At any time after a person becomes an Acquiring Person or the Board of
Directors determines that a person is an Adverse Person, the Board of Directors
may, at its option, exchange all or any part of the then outstanding and
exercisable Rights for shares of Common Stock or Units of Preferred Stock at an
exchange ratio specified in the Rights Agreement. Notwithstanding the foregoing,
the Board of Directors generally will not be empowered to effect such exchange
at any time after any person becomes the beneficial owner of 50% or more of the
Common Stock of the Company.
The Exercise Price payable, and the number of Units of Preferred Stock
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
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 holders of the Preferred Stock of evidences of indebtedness 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 Exercise Price will be
required until cumulative adjustments amount to at least 1% of the Exercise
Price. The Company is not obligated to issue fractional Units. If the Company
elects not to issue fractional Units, in lieu thereof an adjustment in cash will
be made based on the fair market value of the Preferred Stock on the last
trading date prior to the date of exercise.
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 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
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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
shareholder of the Company (beyond those as an existing shareholder), including
the right to vote or to receive dividends. While the distribution of the Rights
will not be taxable to shareholders or to the Company, shareholders 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.
The certificate of vote of directors establishing the Preferred Stock
and the form of Right Certificate are attached as Exhibits A and B,
respectively, to the Rights Agreement (which is included as an exhibit to this
Form 8-A). The foregoing description of the Rights does not purport to be
complete and is qualified in its entirety by reference to the Rights Agreement
which is incorporated herein by reference.
ITEM 2 - EXHIBITS.
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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SIGNATURE
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, thereto duly authorized.
WARREN BANCORP, INC.
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.