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 17, 2001
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APOGEE ENTERPRISES, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Minnesota
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(State or Other Jurisdiction of Incorporation)
0-6365 41-0919654
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(Commission file number) (IRS employer identification no.)
7900 Xerxes Avenue South - Suite 1800, Minneapolis, Minnesota 55431
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(Address of Principal Executive Offices, Including Zip Code)
(952) 835-1874
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
Page 1 of 4 Pages
Item 5. Other Events.
Effective as of July 2, 2001, Apogee Enterprises, Inc., a Minnesota
corporation (the "Company"), removed American Stock Transfer & Trust Company
(f/k/a American Stock Transfer Company) as Rights Agent under its Rights
Agreement, dated as of October 19, 1990, and amended as of June 28, 1995,
February 22, 1999, and December 7, 1999 (the "Rights Agreement"). Effective
upon the removal of American Stock Transfer & Trust Company as Rights Agent, the
Company appointed The Bank of New York as successor Rights Agent and entered
into Amendment No. 4 to the Rights Agreement (the "Amendment") with The Bank of
New York. The Amendment was executed on July 17, 2001. Capitalized terms used
and not otherwise defined herein have the meanings ascribed to them in the
Rights Agreement and the Amendment.
The Amendment removes all references to American Stock Transfer & Trust
Company as Rights Agent and replaces such references with "The Bank of New
York." Additionally, the Amendment, among other things, (a) provides that the
Company's reimbursement and indemnification obligations under the Rights
Agreement shall survive the termination of the Rights Agreement, (b) eliminated
the requirement that the Company provide written notice to individual holders of
Rights Certificates of any future change in Rights Agent, (c) extended to the
Rights Agent the authority under certain circumstances to request a court to
appoint a new Rights Agent in the event the Company fails to do so, and (d)
changed the governing law of the Rights Agreement from Minnesota to New York.
A copy of the Amendment has been attached as an exhibit hereto and is
incorporated herein by reference. The foregoing description of the amendments
to the Rights Agreement does not purport to be complete and is qualified in its
entirety by reference to the Amendment.
Item 7. Financial Statements and Exhibits.
1. Amendment No. 4, effective as of July 2, 2001, to Rights
Agreement, dated as of October 19, 1990 and amended as of June 28,
1995, February 22, 1999, and December 7, 1999, between the Company
and The Bank of New York.
Page 2 of 4 Pages
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.
APOGEE ENTERPRISES, INC.
By: /s/ Michael B. Clauer
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Michael B. Clauer
Chief Financial Officer
Dated: July 26, 2001
Page 3 of 4 Pages
EXHIBIT INDEX
Exhibit No. Description
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1 Amendment No. 4, effective as of July 2, 2001, to Rights
Agreement, dated as of October 19, 1990, and amended as of June
28, 1995, February 22, 1999, and December 7, 1999, between the
Company and The Bank of New York.
Page 4 of 4 Pages