1 ================================================================================ 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): August 14, 1996 ----------------------------------------------------- CALIBER SYSTEM, INC. (Exact of registrant as specified in its charter) Ohio 0-10716 34-1365496 (State or other (Commission File (I.R.S. Employer jurisdiction of Number) Identification Number) incorporation) 3560 West Market Street Akron, Ohio 44334-0459 (Address of principal executive (Zip Code) offices) (330) 665-5646 (Registrant's telephone number, including area code) ================================================================================ 2 Item 5. OTHER EVENTS. On August 14, 1996, the Board of Directors of Caliber System, Inc. (the "Company") declared a dividend distribution of one right (a "Right") for each outstanding share of Common Stock, without par value, of the Company. The distribution is payable on August 26, 1996 (the "Record Date") to the shareholders of record as of the close of business on the Record Date. A Rights Agreement, dated as of August 22, 1996 (the "Rights Agreement"), has been entered into by and between the Company and KeyBank National Association, as Rights Agent. The terms of the Rights are set forth in the Rights Agreement, a copy of which is filed as Exhibit 4.2 hereto and incorporated herein by this reference. Item 7. FINANCIAL STATEMENTS AND EXHIBITS. (a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED: None. (b) PRO FORM FINANCIAL INFORMATION: None. (c) EXHIBITS: Exhibit No. Description ----------- ------------------------------------------ 4.1 Form of Rights Certificate (Exhibit A to the Rights Agreement filed as Exhibit 4.2 hereto) 4.2 Rights Agreement 99 Summary of Rights (Exhibit B to the Rights Agreement filed as Exhibit 4.2 hereto) 2 3 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. CALIBER SYSTEM, INC. By /s/ John P. Chandler -------------------------------- John P. Chandler Vice President and Treasurer Date: August 22, 1996 3 4 INDEX TO EXHIBITS SEQUENTIAL EXHIBIT DESCRIPTION PAGE NUMBER ------- ---------------------------------------------- ----------- 4.1 Form of Rights Certificate (Exhibit A to the Rights Agreement filed as Exhibit 4.2 hereto) 4.2 Rights Agreement 99 Summary of Rights (Exhibit B to the Rights Agreement filed as Exhibit 4.2 hereto) 4