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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): June 2, 1998
THE LINCOLN ELECTRIC COMPANY
(Exact name of registrant as specified in its charter)
Ohio 0-1402 34-0359955
(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
22801 St. Clair Avenue, Cleveland, OH 44117
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (216) 481-8100
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, Lincoln Electric Merger Co., an
Ohio corporation, merged with and into The Lincoln Electric Company, an Ohio
corporation (the "Company"), with the Company being the surviving corporation
(the "Merger"). In connection with the Merger, each of the Company's outstanding
Common Shares and Class A Common Shares was converted into two common shares of
Lincoln Electric Holdings, Inc. ("Holding Common Shares"), an Ohio corporation
("Lincoln Electric Holdings"), with the result that Lincoln Electric Holdings is
the publicly held corporation and the Company is a wholly owned subsidiary of
Lincoln Electric Holdings. The shareholders of the Company immediately prior to
the Merger were the shareholders of Lincoln Electric Holdings immediately after
the Merger.
The Merger was effective on June 2, 1998. The Holding Common Shares are
deemed to be registered under Section 12(g) of the Securities Act of 1934, as
amended, pursuant to Rule 12g-3(a) promulgated thereunder.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
Exhibits
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2 Agreement of Merger dated as of May 19, 1998 made by and among Lincoln
Electric Merger Co., The Lincoln Electric Company, and Lincoln Electric
Holdings, Inc.
3(a) Restated Articles of Incorporation of Lincoln Electric Holdings, Inc.
3(b) Code of Regulations of Lincoln Electric Holdings, Inc.
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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.
THE LINCOLN ELECTRIC COMPANY
By: /s/ H. Jay Elliott
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H. Jay Elliott
Senior Vice President, Chief Financial
Officer and Treasurer
Date: June 2, 1998
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Exhibit Index
Exhibit Description of Exhibit
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2 Agreement of Merger dated as of May 19, 1998 made by and among Lincoln
Electric Merger Co., The Lincoln Electric Company, and Lincoln Electric
Holdings, Inc.
3(a) Restated Articles of Incorporation of Lincoln Electric Holdings, Inc.
3(b) Code of Regulations of Lincoln Electric Holdings, Inc.