SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
F 0 R M 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): October 25, 1997
COLUMBUS McKINNON CORPORATION
(Exact name of registrant as specified in its charter)
New York
(State or other jurisdiction of incorporation)
0-27618 16-0547600
(Commission File Number) (IRS Employer Identification No.)
140 John James Audubon Parkway, Amherst, New York 14228-1197
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (716) 689-5400
(Former name or former address, if changed since last report)
Item 5. Other Events
On October 25, 1997, the Board of Directors of Columbus
McKinnon Corporation, a New York corporation, (the "Company") declared a
dividend of one Right for each outstanding share of the Company's Common Stock,
par value $.01 per share (the "Common Stock"), to shareholders of record at the
close of business on November 10, 1997, 1997. Each Right entitles the registered
holder to purchase from the Company a unit consisting of one one-hundredth of a
share of Series A Junior Participating Preferred Stock, par value $1.00 per
share (the "Preferred Stock"), at a Purchase Price of $80.00 per unit of one
one-hundredth of a share, subject to adjustment. The description and terms of
the Rights are set forth in a Rights Agreement (the "Rights Agreement") between
the Company and American Stock Transfer & Trust Company, as Rights Agent.
Initially, the Rights will be attached to all Common Stock
certificates representing shares then outstanding, and no separate Rights
Certificates will be distributed. A Distribution Date will occur and the Rights
will separate from the Common Stock upon the earliest of (i) 10 days following a
public announcement that a person or group of affiliated or associated persons
(an "Acquiring Person") has acquired, or obtained the right to acquire,
beneficial ownership of 15% or more of the shares of Common Stock then
outstanding1 (the "Stock Acquisition Date"), (ii) 10 business days following the
commencement of a tender offer or exchange offer that would result in a person
or group beneficially owning 15% or more of such outstanding shares of Common
Stock (unless such tender offer or exchange offer is an offer for all
outstanding shares of Common Stock which a majority of the unaffiliated
Directors who are not officers of the Company determine to be fair to and
otherwise in the best interests of the Company and its shareholders) and (iii)
the date the Board of Directors declares a person to be an "Adverse Person",
upon a determination by the Board that such Person, together with his affiliates
or associates, is or has become the beneficial owner of 15% or more of the
shares of Common Stock outstanding, and upon a determination by at least a
majority of the Continuing Directors (as defined below) who are not officers of
the Company, after reasonable inquiry and investigation, that (a) such
beneficial ownership by such person is intended to cause the Company to
repurchase the Common Stock beneficially owned by such person or to cause
pressure on the Company to take action or enter into a transaction or series of
transactions intended to
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1 Under the Rights Agreement, for purposes of calculating percentages of
Common Stock outstanding, shares of Common Stock outstanding shall
include all shares of Common Stock deemed to be beneficially owned by a
person and its affiliates and associates, even if not actually then
outstanding.
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provide such person with short-term financial gain under circumstances where
such Continuing Directors determine that the best long-term interests of the
Company and its shareholders would not be served by taking such action or
entering into such transactions or series of transactions at that time, or (b)
such beneficial ownership is causing or reasonably likely to cause a material
adverse impact (including, but not limited to, impairment of relationships with
customers, impairment of the Company's ability to maintain its competitive
position or impairment of the Company's business reputation or ability to deal
with governmental agencies) on the business or prospects of the Company.
Until the Distribution Date, (i) the Rights will be evidenced
by the Common Stock certificates and will be transferred with and only with such
Common Stock certificates, (ii) new Common Stock certificates issued after
November 10, 1997 will contain a notation incorporating the Rights Agreement
by reference, and (iii) the surrender for transfer of any certificates for
Common Stock outstanding will also constitute the transfer of the Rights
associated with the Common Stock represented by such certificate.
The Rights are not exercisable until the Distribution Date and
will expire at the close of business on November 10, 2007, unless earlier
redeemed by the Company as described below.
As soon as practicable after the Distribution Date, Rights
Certificates will be mailed to holders of record of the Common Stock as of the
close of business on the Distribution Date and, thereafter, the separate Rights
Certificates alone will represent the Rights. Except (i) with respect to certain
shares of Common Stock issued or sold pursuant to the exercise of stock options
or under any employee plan or arrangement, or upon the exercise, conversion or
exchange of certain securities of the Company, or (ii) as otherwise determined
by the Board of Directors, only shares of Common Stock issued prior to the
Distribution Date will be issued with Rights.
In the event that (i) a person becomes the beneficial owner of
15% or more of the then outstanding shares of Common Stock (except pursuant to
an offer for all outstanding shares of Common Stock which a majority of the
Directors who are not officers of the Company and who are not affiliates or
associates of such person determine to be fair to and otherwise in the best
interests of the Company and its shareholders) or (ii) the Board of Directors
declares that a person is an Adverse Person (each such event, a "Flip-in
Event"), each holder of a Right will thereafter have the right to receive, upon
payment of the Purchase Price, Common Stock (or, in certain circumstances, cash,
property or other securities of the Company) having a value (based on a formula
set forth in the Rights Agreement) equal to
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two times the Purchase Price of the Right. Notwithstanding any of the foregoing,
following the occurrence of the Flip-in Event, all Rights that are, or (under
certain circumstances specified in the Rights Agreement) were, beneficially
owned by an Acquiring Person or an Adverse Person (or by certain related
parties) will be null and void. However, Rights are not exercisable following
the occurrence of the Flip-in Event until such time as the Rights are no longer
redeemable by the Company as set forth below.
For example, at a Purchase Price of $80.00 per Right, each
Right not owned by an Acquiring Person or an Adverse Person (or by certain
related parties) following a Flip-in-Event would entitle its holder to purchase
$160.00 worth of Common Stock (or other consideration, as noted above)
determined pursuant to a formula set forth in the Rights Agreement, for $80.00.
Assuming that the Common Stock had a per share value of $20.00 at such time (as
determined pursuant to such formula), the holder of each valid Right would be
entitled to purchase eight shares of Common Stock for $80.00.
In the event that, at any time following the Stock Acquisition
Date (i) the Company is acquired in a merger or other business combination
transaction in which the Company is not the surviving corporation or in which it
is the surviving corporation but its Common Stock is changed or exchanged (other
than a merger meeting certain conditions which follows an offer for all
outstanding shares of Common Stock which a majority of the unaffiliated
Directors who are not officers of the Company determine to be fair to and
otherwise in the best interests of the Company and its shareholders), or (ii)
50% or more of the Company's assets, earning power or cash flow is sold or
transferred, each holder of a Right (except Rights which previously have been
voided as set forth above) shall thereafter have the right to receive, upon
payment of the Purchase Price, common stock of the acquiring company having a
value equal to two times the exercise price of the Right. The events set forth
in this paragraph and the Flip-in Event described in the second preceding
paragraph are referred to as the "Triggering Events."
The Purchase Price payable, and the number of units of one
one-hundredths of a share of Preferred Stock or other securities or property
issuable, upon exercise of the Rights are subject to adjustment from time to
time to prevent dilution (i) in the event of a stock dividend on, or a
subdivision, combination or reclassification of, the Preferred Stock, (ii) if
holders of the Preferred Stock are granted certain rights or warrants to
subscribe for Preferred Stock or convertible securities at less than the current
market price of the Preferred Stock, or (iii) upon the distribution to holders
of the Preferred Stock of evidences of indebtedness or assets (excluding cash
dividends not in excess of 200% of regular quarterly cash dividends) or of
subscription rights or warrants (other than
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those referred to above).
With certain exceptions, no adjustment in the Purchase Price
will be required until cumulative adjustments amount to at least 1% of the
Purchase Price. No fractional shares of Preferred Stock (other than fractions of
one one-hundredth of a share, or integral multiples thereof) will be issued and,
in lieu thereof, an adjustment in cash will be made based on the market price of
the Preferred Stock on the last trading date prior to the date of exercise.
At any time until ten days following the Stock Acquisition
Date, the Company may redeem the Rights in whole, but not in part, at a price of
$.01 per Right (payable in cash, Common Stock or other consideration deemed
appropriate by the Board of Directors). Under certain circumstances set forth in
the Rights Agreement, the decision to redeem shall require the concurrence of a
majority of the Continuing Directors (as defined below) who are not officers of
the Company. Immediately upon the action of the Board of Directors ordering
redemption of the Rights, with, where required, the concurrence of such
Continuing Directors, the Rights will terminate and the only right of the
holders of Rights will be to receive the $.01 redemption price.
The term "Continuing Director" means any member of the Board
of Directors of the Company who was a member of the Board prior to the date of
the Rights Agreement, and any person who is subsequently elected to the Board if
such person is recommended or approved by a majority of the Continuing
Directors, but shall not include an Acquiring Person, an Adverse Person or an
affiliate or associate of any such person, or any representative of any of the
foregoing.
Until a Right is exercised, the holder thereof, as such, will
have no rights as a shareholder of the Company, including, without limitation,
the right to vote or to receive dividends. While the distribution of the Rights
will not be taxable to shareholders or to the Company, shareholders may,
depending upon the circumstances, recognize taxable income in the event that the
Rights become exercisable for Common Stock (or other consideration) of the
Company or for common stock of the acquiring company as set forth above, or are
redeemed as provided in the second preceding paragraph.
Other than certain provisions relating to the principal
economic terms of the Rights, any of the provisions of the Rights Agreement may
be amended by the Board of Directors of the Company prior to the Distribution
Date. After the Distribution Date, the provisions of the Rights Agreement may be
amended by the Board (in certain circumstances, with the concurrence of the
Continuing Directors) in order to cure any ambiguity, to make changes which do
not adversely affect the interests of holders of Rights (other
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than an Acquiring Person or an Adverse Person or an affiliate or associate
thereof), or to shorten or lengthen any time period under the Rights Agreement;
provided, however, that no amendment to adjust the time period governing
redemption shall be made at such time as the Rights are not redeemable.
The Rights have certain anti-takeover effects. Exercise of 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 existence of Rights, however, should not affect an offer at a fair price and
otherwise in the best interests of the Company and its shareholders as
determined by the Board of Directors. The Rights should not interfere with any
merger or other business combination approved by the Board of Directors since
the Board of Directors may, at its option, at any time until ten days following
the Stock Acquisition Date redeem all but not less than all of the then
outstanding Rights at the $.01 redemption price.
The Rights Agreement between the Company and the Rights Agent
specifying the terms of the Rights, which includes as Exhibit B the Form of
Rights Certificate, the press release announcing the declaration of the Rights
and a letter to the holders of the Company's Common Stock (together with a
summary of the Rights attached thereto) are attached hereto as exhibits and are
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
exhibits.
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Item 7. Exhibits
Exhibit Number Description
4 Rights Agreement, dated as of October 25,
1997, between Columbus McKinnon Corporation
and American Stock Transfer & Trust Company,
as Rights Agent
20 Letter to the holders of Columbus McKinnon
Corporation Common Stock, dated November 10, 1997
(including Summary of Rights)
99 Press Release, dated October 27, 1997
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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.
COLUMBUS McKINNON CORPORATION
By: /s/Robert L. Montgomery, Jr.
Name: Robert L. Montgomery, Jr.
Title: Executive Vice President
Dated: October 27, 1997
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EXHIBIT INDEX
Exhibit Number Description Page
4 Rights Agreement, dated as of 10
October 25, 1997, between Columbus McKinnon
Corporation and American Stock Transfer
& Trust Company, as Rights Agent
20 Letter to the holders of Columbus 75
McKinnon Corporation Common Stock, dated
November 10, 1997 (including Summary of
Rights)
99 Press Release, dated October 27, 1997 82
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