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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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) July 14, 1998
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LANCE, INC.
(Exact name of registrant as specified in its charter)
North Carolina 0-398 56-0292920
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
Post Office Box 32368, Charlotte, North Carolina 28232
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 704/554-1421
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Not applicable
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(Former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS.
On July 14, 1998, the Board of Directors of the Company
declared a dividend of one Right (a "Right") for each outstanding share of
Common Stock of Lance, Inc.. (the "Company"), par value $.83-1/3 per share (the
"Common Stock"). The dividend is payable on August 3, 1998, to the stockholders
of record at the close of business on August 3, 1998. Each Right entitles the
registered holder to purchase from the Company one hundredth of a share of
Series A Junior Participating Preferred Stock of the Company, $1 par value (the
"Preferred Stock"), at a price of $100 per one hundredth of a share of
Preferred Stock, subject to adjustment (the "Exercise Price"). The Rights are
not exercisable until the Distribution Date referred to below. Until the Rights
are exercised, the holders thereof will not have rights as stockholders of the
Company, including, without limitation, the right to vote or to receive
dividends. The description and terms of the Rights are set forth in the
Preferred Shares Rights Agreement dated July 14, 1998 (the "Rights Agreement")
between the Company and Wachovia Bank, N.A. as Rights Agent (the "Rights
Agent").
Prior to the Distribution Date, the Rights will be evidenced by and
trade with the certificates for the Common Stock, together, in the case of
certificates issued prior to August 3, 1998, with the letter mailed to the
stockholders describing the Rights Agreement. Common Stock certificates issued
after August 3, 1998, will contain a notation incorporating the Rights Agreement
by reference until the Distribution Date or earlier redemption or expiration of
the Rights. Rights will separate from the Common Stock and become transferable
and exercisable following the tenth day (unless delayed by vote of a majority of
the Company's Directors) after a person or group, excluding members of the Van
Every Family, (an "Acquiring Person") (a) acquires beneficial ownership of 20%
or more of the Company's Common Stock or (b) announces a tender or exchange
offer, the consummation of which would result in ownership by a person or group
of 20% or more of the Company's Common Stock (the "Distribution Date").
In determining the 20% beneficial ownership under the Rights Agreement,
holdings of Lance Common Stock by members of the Van Every Family are excluded,
except for holdings of a member of the Van Every Family who is acting together
with an outside person. As of February 2, 1998, the approximately 80 members of
the Van Every Family held approximately 42% of the outstanding Common Stock of
Lance.
After the Distribution Date, the Company will mail Rights
certificates to the Common stockholders and the Rights will become transferable
apart from the Common Stock. Each Right (other than Rights owned by an Acquiring
Person or its affiliates) will entitle the holder to purchase, for $100 (the
"Exercise Price"), a fraction (initially, one hundredth) of a share of the
Company's Series A Junior Participating Preferred Stock, with economic terms
similar to that of one share of the Company's Common Stock having a then current
market value equal to twice the Exercise Price.
If, after the Shares Acquisition Date defined below, (a) the
Company merges into another entity, (b) an acquiring entity merges into the
Company, or (c) the Company sells more than 50% of the Company's assets or
earning power, each Right (other than Rights owned by an Acquiring Person or its
affiliates) will entitle the holder thereof to purchase, for the Exercise Price,
a number of shares of the Acquiring Person's common stock, having a then current
market value
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equal to twice the Exercise Price (unless the transaction satisfies certain
conditions and is consummated with a person who acquired shares pursuant to a
Permitted Offer approved by the Company's Board of Directors, in which case the
Rights will expire).
At any time after an Acquiring Person obtains 20% or more of
the Company's Common Stock other than pursuant to a Permitted Offer (the "Shares
Acquisition Date") and prior to the acquisition by the Acquiring Person of 50%
or more of the outstanding Common Stock, the Board of Directors of the Company
may exchange the Rights (other than Rights owned by the Acquiring Person or its
affiliates), in whole or in part, at an exchange ratio of one Common Share per
Right (subject to adjustment). At the option of the Company's Board of
Directors, at any time after the Distribution Date, outstanding Rights may be
exchanged for fractional shares of Series A Junior Participating Preferred
Stock. If the Company elects not to issue certificates representing fractional
shares, it will requisition depositary receipts representing the fractional
shares to be purchased or, in lieu thereof, payment in cash will be made based
on the market price of one share of the stock issuable upon such exercise on the
date of exercise.
Rights will be redeemable at the Company's option for $.01 per
Right (the "Redemption Price") at any time on or prior to the Distribution Date
or such later date as may be determined by a majority of the Directors. The
redemption of the Rights may be made effective at such time, on such basis and
with such conditions as the Board of Directors of the Company in its sole
discretion may establish. Immediately upon any redemption of the 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 in cash. The Rights are not
exercisable until the Distribution Date. The Rights will expire on the earliest
of (a) July 14, 2008, (b) exchange or redemption of the Rights as described
above, or (c) consummation of a merger or consolidation or sale of assets
resulting in expiration of the Rights as described above (the "Expiration
Date").
The terms of the Rights Agreement may be amended in any
respect by the Company and the Rights Agent, without the consent of the holders
of the Rights, on or prior to the Distribution Date, including, without
limitation, an amendment to lower the 20% thresholds, described above, including
the threshold for a person becoming an Acquiring Person. In addition, the terms
of the Rights Agreement may be amended at any time, prior to or after the
Distribution Date, without the consent of the Rights holders in order to cure
any ambiguities or to make changes which do not adversely affect the interests
of the Rights holders (other than the Acquiring Person).
The Rights 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. The Rights
should not interfere with any merger or other business combination approved by
the Board of Directors since the Rights may be redeemed by the Company at the
Redemption Price prior to the date ten days after the public announcement that a
person or group has become the beneficial owner of 20% or more of the Common
Stock.
The Rights Agreement, specifying the terms of the Rights and
including the form of the Rights Certificate, is an exhibit hereto and is
incorporated herein by reference. The foregoing description of the Rights does
not purport to be complete and is qualified in its entirety by reference to such
exhibit.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
4.1 Preferred Shares Rights Agreement dated July 14, 1998
by and between the Registrant and Wachovia Bank,
N.A., together with the Form of Rights Certificate
attached as Exhibit B thereto. Incorporated by
reference to Exhibit 4.1 to the Registrant's Form 8-A
filed on July 15, 1998.
99 News Release dated July 14, 1998.
SIGNATURES
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 duly authorized.
LANCE, INC.
By s/ B. Clyde Preslar
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B. Clyde Preslar
Vice President
Dated: July 15, 1998
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
EXHIBITS
FORM 8-K
CURRENT REPORT
Date of Report Commission File Number
July 14, 1998 0-398
LANCE, INC.
EXHIBIT INDEX
Exhibit No Exhibit Description
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4.1 Preferred Shares Rights Agreement dated July
14, 1998 by and between the Registrant and
Wachovia Bank N.A., together with the Form
of Rights Certificate attached as Exhibit B
thereto. Incorporated by reference to
Exhibit 4.1 to the Registrant's Form 8-A
filed on July 15, 1998.
99 News Release dated July 14, 1998.
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