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): November 12, 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 November 12, 2001, Apogee Enterprises, Inc., a
Minnesota corporation (the "Company"), amended and restated the Rights Agreement
with The Bank of New York, originally dated October 19, 1990, and previously
amended on June 28, 1995, February 22, 1999, December 7, 1999, and July 2, 2001
(as so amended, the "Rights Agreement"). The amended and restated Rights
Agreement was executed on November 12, 2001. Capitalized terms used and not
otherwise defined herein have the meanings ascribed to them in the Rights
Agreement.
In connection with the amendment and restatement of the Rights
Agreement, the Final Expiration Date of the Rights has been extended to October
11, 2011, and the purchase price for each Right has been increased from $50.00
to $65.00. Additionally, the amended and restated Rights Agreement, among other
things, (a) removes all references to "Continuing Directors" throughout the
agreement, and (b) decreases the period following the Shares Acquisition Date
during which the Board may redeem and after which the Board may exchange the
Rights.
A copy of the Rights Agreement 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 Rights Agreement.
Item 7. Financial Statements and Exhibits.
1. Rights Agreement, as amended and restated through November 12,
2001, 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
Executive Vice President and
Chief Financial Officer
Dated: November 28, 2001
Page 3 of 4 Pages
EXHIBIT INDEX
Exhibit No. Description
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1 Rights Agreement, as amended and restated through November 12,
2001, between the Company and The Bank of New York.
Page 4 of 4 Pages