SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Filed Pursuant to Section 13 or 15(d) of
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): NOVEMBER 8, 1996
SYRATECH CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 1-12624 13-3354944
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification Number)
175 McClellan Highway
EAST BOSTON, MA 02128-9114
(Address of principal executive office)
Registrant's telephone number, including area code: (617) 561-2200
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ITEM 5. OTHER EVENTS
On November 8, 1996, the Board of Directors of Registrant took
the following actions:
(a) Adopted a Second Amendment to the Rights Agreement, dated
October 26, 1992, between Registrant and State Street Bank and Trust
Company, as previously amended. The purpose and effect of the Second
Amendment, which was effective at 5:30 P.M. Eastern time on November 8,
1996, was to make changes in the manner of giving notice of redemption of
the preferred share purchase rights ("Rights") issued under the Rights
Agreement.
(b) Ordered the redemption, effective at 5:30 P.M. Eastern Time on
November 8, 1996 (the "Record Date"), of all rights outstanding under the
Rights Agreement and terminated the Rights Agreement as of such date and
time.
Following the Board's action, the officers of Registrant
determined, and issued a press release announcing, that: (a) payment of
the redemption price of one cent ($0.01) per Right (the "Redemption
Price") would be made on or before December 1, 1996 to beneficial holders
of 1,000 or more shares of the Registrant's Common Stock on the Record
Date; and (b) beneficial holders of fewer than 1,000 shares of Common
Stock on the Record Date could obtain payment of the Redemption Price of
their Rights by presenting proof of ownership of their shares on the
Record Date at the offices of the Registrant, 175 McClellan Highway, East
Boston, Massachusetts 02128-9114 on or after December 1, 1996; and (c)
holders who shall not have received payment of the Redemption Price prior
to the Effective Time of the proposed merger with THL Transaction I Corp.
that was publicly announced on
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October 23, 1996 would, upon receipt of satisfactory proof of non-payment
of the Redemption Price of Rights held by them on the Record Date, have
the Redemption Price of their Rights added to the payment of the cash
price for their shares of Common Stock in the merger.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
* * *
(c) Exhibits
1. Amendment No. 2, dated as of November 8, 1996 to
Rights Agreement, dated as of October 26, 1992 between
Registrant and State Street Bank and Trust Company.
2. Press Release dated November 8, 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 thereunto authorized.
SYRATECH CORPORATION
By /S/ FAYE A. FLORENCE
Faye A. Florence
Vice President
Date: November 12, 1996
EXHIBIT INDEX
SYRATECH CORPORATION
Current Report on Form 8-K
Dated November 8, 1996
EXHIBIT NO. DESCRIPTION PAGE
1. Amendment No. 2, dated as of November 8, 1996 to
Rights Agreement, dated as of October 26, 1992
between Registrant and State Street Bank and Trust
Company.
2. Press release dated November 8, 1996.