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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): May 16, 2000
BRUSH WELLMAN INC.
(Exact name of registrant as specified in its charter)
Ohio 1-7006 34-0119320
(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
17876 St. Clair Avenue, Cleveland, Ohio 44110
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (216) 486-4200
N/A
(Former name or former address, if changed since last report)
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Item 1. Changes in Control of Registrant.
Pursuant to an Agreement of Merger, Brush Merger Co., an Ohio
corporation, merged with and into Brush Wellman Inc., an Ohio corporation (the
"Company"), with the Company being the surviving corporation (the "Merger"). In
connection with the Merger, each outstanding share of the Company's common
stock, par value $1.00 per share (each, a "Common Share"), other than Common
Shares with respect to which dissenters' rights were exercised, was converted
into one share of common stock (a "BEM Common Share") of Brush Engineered
Materials Inc., an Ohio corporation ("BEM"), with the result that BEM is the
publicly held corporation and the Company is a wholly-owned subsidiary of BEM.
Except for one holder of two Common Shares, as to which dissenters' rights were
exercised, the shareholders of the Company immediately prior to the Merger were
the shareholders of BEM immediately after the Merger.
The Merger was effective on May 16, 2000. The BEM Common Shares are
deemed to be registered under Section 12(g) of the Securities Exchange Act of
1934, as amended, pursuant to Rule 12g-3(a) promulgated thereunder.
Item 5. Other Events.
On May 2, 2000, the Directors of the Company approved Amendment No. 1,
dated as of May 16, 2000 (the "Amendment"), to the Rights Agreement, dated as of
January 27, 1998 (the "Rights Agreement"), between the Company and National City
Bank, N.A. (the "Rights Agent"). The Amendment made the provisions of the Rights
Agreement inapplicable to the transactions contemplated by the Agreement of
Merger, dated as of May 16, 2000, among the Company, Brush Merger Co., an Ohio
corporation, and BEM.
The foregoing description of the Amendment is qualified in its entirety
by reference to the full text of the Amendment, a copy of which has been filed
as an exhibit hereto and incorporated herein by reference. Copies of the Rights
Agreement, and the related Summary of Rights, which is attached as Exhibit C to
the Rights Agreement, are available free of charge from the Company.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
Exhibit Description of Document
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2 Agreement of Merger, dated as of May 16, 2000, by and among Brush
Merger Co., Brush Wellman Inc. and Brush Engineered Materials Inc.
(filed as Annex A to the Registration Statement on Form S-4 filed
by Brush Engineered Materials Inc. on February 1, 2000,
Registration No. 333-95917), incorporated herein by reference.
4(a) Amended and Restated Articles of Incorporation of Brush Engineered
Materials Inc. (filed as Annex B to the Registration Statement on
Form S-4 filed by Brush Engineered Materials Inc. on February 1,
2000, Registration No. 333-95917), incorporated herein by
reference.
4(b) Amended and Restated Code of Regulations of Brush Engineered
Materials Inc.
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4(c) Amendment No. 1, dated as of May 16, 2000, to the Rights Agreement,
dated as of January 27, 1998, between the Company and National City
Bank, N.A.
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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 hereunto duly authorized.
BRUSH WELLMAN INC.
By: /s/ Michael C. Hasychak
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Michael C. Hasychak
Secretary
Date: May 16, 2000
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EXHIBIT INDEX
Exhibit Description of Exhibit
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2 Agreement of Merger, dated as of May 16, 2000, by and among Brush
Merger Co., Brush Wellman Inc. and Brush Engineered Materials Inc.
(filed as Annex A to the Registration Statement on Form S-4 filed
by Brush Engineered Materials Inc. on February 1, 2000,
Registration No. 333-95917), incorporated herein by reference.
4(a) Amended and Restated Articles of Incorporation of Brush Engineered
Materials Inc. (filed as Annex B to the Registration Statement on
Form S-4 filed by Brush Engineered Materials Inc. on February 1,
2000, Registration No. 333-95917), incorporated herein by
reference.
4(b) Amended and Restated Code of Regulations of Brush Engineered
Materials Inc.
4(c) Amendment No. 1, dated as of May 16, 2000, to the Rights Agreement,
dated as of January 27, 1998, between the Company and National City
Bank, N.A.