-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JiOSiY4SDUfwyUIuE8bg9kL+NGTGUdSgDfnFOPINTw3P7eXkEohrT8zUKRZHQwnO VP0zFzRyxafLPEDX6xfnDA== 0000950152-99-000589.txt : 19990203 0000950152-99-000589.hdr.sgml : 19990203 ACCESSION NUMBER: 0000950152-99-000589 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990128 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DIEBOLD INC CENTRAL INDEX KEY: 0000028823 STANDARD INDUSTRIAL CLASSIFICATION: CALCULATING & ACCOUNTING MACHINES (NO ELECTRONIC COMPUTERS) [3578] IRS NUMBER: 340183970 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-04879 FILM NUMBER: 99519497 BUSINESS ADDRESS: STREET 1: P.O. BOX 8230 STREET 2: 5995 MAYFAIR RD CITY: CANTON STATE: OH ZIP: 44711-8230 BUSINESS PHONE: 2164894000 MAIL ADDRESS: STREET 1: PO BOX 8230 CITY: CANTON STATE: OH ZIP: 44711-8230 8-K 1 DIEBOLD, INCORPORATED 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): January 28, 1999 Diebold, Incorporated - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Ohio 1-4879 34-0183970 - ----------------------------- ----------- ------------------ (State or other jurisdiction (Commission) (IRS Employer of incorporation) File Number) Identification No.) 5995 Mayfair Road, P.O. Box 3077, 44720-8077 - -------------------------------------- ------------------- North Canton, Ohio (Zip Code) - -------------------------------------- (Address of principal executive offices) Registrant's telephone number, including area code: (330)490-4000 ----------------- N/A - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) 2 ITEM 5. OTHER EVENTS. ------------- On January 28, 1999, the Directors of Diebold, Incorporated (the "Company") declared a dividend distribution of one right (a "Right") for each Common Share, par value $1.25 per share (the "Common Shares"), of the Company outstanding at the close of business on February 11, 1999 (the "Record Date"), pursuant to the terms of a Rights Agreement, dated as of February 11, 1999 (the "Rights Agreement"), between the Company and The Bank of New York, as Rights Agent. The Rights Agreement also provides, subject to specified exceptions and limitations, that Common Shares issued or delivered from the Company's treasury after the Record Date will be entitled to and accompanied by Rights. The Rights are in all respects subject to and governed by the provisions of the Rights Agreement, a copy of which (including all exhibits thereto) is filed as Exhibit 4.1 to the Company's Registration Statement on Form 8-A dated February 2, 1999 and incorporated herein by this reference. A summary description of the Rights is set forth in Exhibit C to the Rights Agreement. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. ---------------------------------- (a) Financial Statements of Business Acquired: N/A ------------------------------------------ (b) Pro Forma Financial Information: None -------------------------------- ---- (c) Exhibits: --------- Exhibit Number Exhibit ------ ------- 4.1 Rights Agreement (including a Form of Certificate of Adoption of Amendment as Exhibit A thereto, a Form of Right Certificate as Exhibit B thereto and a Summary of Rights to Purchase Preferred Stock as Exhibit C thereto), incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form 8-A filed February 2, 1999 99.1 Form of letter to stockholders, dated February, 1999, incorporated by reference to Exhibit 99.1 to the Company's Registration Statement on Form 8-A filed February 2,1999 99.2 Press Release, dated January 28, 1999 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. DIEBOLD, INCORPORATED By: /s/ Gerald F. Morris Name: Gerald F. Morris Title: Executive Vice President and Chief Financial Officer Dated: February 2, 1999 3 4 INDEX TO EXHIBITS EXHIBIT NUMBER Exhibit ------ ------- 4.1 Rights Agreement (including a Form of Certificate of Adoption of Amendment as Exhibit A thereto, a Form of Right Certificate as Exhibit B thereto and a Summary of Rights to Purchase Preferred Stock as Exhibit C thereto), incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form 8-A filed February 2, 1999 99.1 Form of letter to stockholders, dated February, 1999, incorporated by reference to Exhibit 99.1 to the Company's Registration Statement on Form 8-A filed February 2,1999 99.2 Press Release, dated January 28,1999 4 EX-99.2 2 EXHIBIT 99.2 1 Exhibit 99.2 ------------ For Immediate Release: January 28, 1999 DIEBOLD ANNOUNCES SHAREHOLDER RIGHTS PLAN Investor Contact: Sandy Upperman +1 330 490 3767 upperms@diebold.com NORTH CANTON, Ohio -- Diebold, Incorporated (NYSE: DBD) today announced a board action adopting a shareholder rights plan that provides for rights to be issued to shareholders of record on February 11, 1999. The new plan replaces Diebold's existing rights plan that will expire on February 10, 1999. "This action was taken after long and careful study," said Robert W. Mahoney, chairman, president and chief executive officer. "Like the company's existing rights plan, the new plan is intended to protect the company and its shareholders from potentially coercive takeover practices or takeover bids that are inconsistent with the interests of the company and its other constituents." Under the plan, the rights will initially trade together with the common stock and will not be exercisable. In the absence of further board action, the rights generally will become exercisable and allow the holder to acquire common stock at a discounted price if a person or group acquires 20 percent or more of the outstanding shares of Diebold's common stock. Rights held by persons who exceed the applicable threshold will be void. In certain circumstances, the rights will entitle the holder to buy shares in an acquiring entity at a discounted price. The plan also includes an exchange option. In general, after the rights become exercisable, the Board of Directors may, at its option, effect an exchange of part or all of the rights - other than rights that have become void - for shares of Diebold's common stock. Under this option, Diebold would issue one share of common stock for each right, subject to adjustment in certain circumstances. Diebold's Board of Directors may, at its option, redeem all rights for $.01 per right, generally at any time prior to the rights becoming exercisable. The rights will expire on February 11, 2009, unless earlier redeemed, exchanged or amended by the Board of Directors. The issuance of the rights is not a taxable event, will not affect Diebold's reported financial condition or results of 2 operations (including earnings per share) and will not change the way in which Diebold's common stock is currently traded. Diebold, Incorporated is the global leader in providing integrated delivery systems and services. Founded in 1859, the company employs more than 6,000 associates in some 120 locations worldwide with headquarters in Canton, Ohio, USA. Diebold reported revenues of US$1.2 billion in 1998 and is publicly traded on the New York Stock Exchange under the symbol 'DBD.' For more information, visit the company's Web site at www.diebold.com. -----END PRIVACY-ENHANCED MESSAGE-----