-----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, CnMOUT8KoNPCKl4W11//v60g/prtkj62kpul/HQPs+BsmrsjJXR4/xAJ/u7HQYOd 97UwIL3kXV4RJHqsRdRCPQ== 0000950138-99-000085.txt : 19990415 0000950138-99-000085.hdr.sgml : 19990415 ACCESSION NUMBER: 0000950138-99-000085 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990412 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990414 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HARMON INDUSTRIES INC CENTRAL INDEX KEY: 0000045635 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATIONS EQUIPMENT, NEC [3669] IRS NUMBER: 440657800 STATE OF INCORPORATION: MO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-07916 FILM NUMBER: 99593105 BUSINESS ADDRESS: STREET 1: 1600 NE CORONADO DR CITY: BLUE SPRINGS STATE: MO ZIP: 64015-6236 BUSINESS PHONE: 8162293345 MAIL ADDRESS: STREET 1: 1600 NE CORONADO DR CITY: BLUE SPRINGS STATE: MO ZIP: 64015-6236 FORMER COMPANY: FORMER CONFORMED NAME: HARMON ELECTRONICS INC DATE OF NAME CHANGE: 19780823 8-K 1 FORM 8-K 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): April 12, 1999 Harmon Industries, Inc. ----------------------------------------- (Exact Name of Registrant as Specified in Charter) Missouri 0-7916 44-0657800 (State or Other (Commission (I.R.S. Employer Jurisdiction of File Number) Identification Number) Incorporation) 1600 NE Coronado Drive Blue Springs, Missouri 64014 - -------------------------------------------- --------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (816) 229-3345 Item 5. Other Events. On April 12, 1999, the Board of Directors of Harmon Industries, Inc. (the "Company") declared a dividend of one common share purchase right (a "Right") for each outstanding share of Common Stock, par value $0.25 per share, of the Company (the "Common Stock"). The dividend distribution is payable on April 26, 1999 (the "Record Date") to the shareholders of record as of the close of business on that date. Each Right entitles the registered holder to purchase from the Company one share of Common Stock at a price of $85.00 per share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement dated as of April 26, 1999, as the same may be amended from time to time (the "Rights Agreement"), between the Company and UMB Bank, N.A., as Rights Agent (the "Rights Agent"). Until the earlier to occur of (i) the close of business on the tenth business day following the date of public announcement or the date on which the Company first has notice or determines that a person or group of affiliated or associated persons (other than the Company, any subsidiary of the Company or any employee benefit plan of the Company) (an "Acquiring Person") has acquired, or obtained the right to acquire, 20% or more of the outstanding shares of voting stock of the Company without the prior express written consent of the Company executed on behalf of the Company by a duly authorized officer of the Company following express approval by action of at least a majority of the members of the Board of Directors then in office (the "Stock Acquisition Date") or (ii) the close of business on the tenth business day (or such later date as may be determined by action of the Board of Directors but not later than the Stock Acquisition Date) following the commencement of a tender offer or exchange offer, without the prior written consent of the Company, by a person (other than the Company, any subsidiary of the Company or any employee benefit plan of the Company) which, upon consummation, would result in such party's control of 20% or more of the Company's voting stock (the earlier of the dates in clause (i) or (ii) above being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding as of the Record Date, by such Common Stock certificates. The Rights Agreement provides that, until the Distribution Date (or earlier redemption or expiration of the Rights), the Rights will be transferred with and only with the Company's Common Stock. Until the Distribution Date (or earlier redemption, exchange or expiration of the Rights), new Common Stock certificates issued after the Record Date upon transfer or new issuances of Common Stock will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption, exchange or expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights, will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date and such separate certificates alone will then evidence the Rights. ii The Rights are not exercisable until the Distribution Date. The Rights will expire, if not previously exercised, on April 26, 2009 (the "Final Expiration Date"), unless the Final Expiration Date is extended or unless the Rights are earlier redeemed or exchanged by the Company. The Purchase Price payable, and the number of shares of Common 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 Common Stock, (ii) upon the issuance of Common Stock or rights to subscribe for shares of Common Stock, or securities convertible into Common Stock with a conversion price of less than the then-current market price of the Common Stock or (iii) upon the distribution to holders of Common Stock of securities (other than those described in (ii) above), evidences of indebtedness or assets (excluding regular periodic cash dividends or dividends out of earnings or retained earnings). If any person or group (other than the Company, any subsidiary of the Company, any employee benefit plan of the Company) acquires 20% or more of the Company's outstanding voting stock without the prior written consent of the Board of Directors, each Right, except those held by such persons, would entitle each holder of a Right to acquire such number of shares of the Company's Common Stock as shall equal the result obtained by multiplying the then current Purchase Price by the number of shares of Common Stock for which a Right is then exercisable and dividing that product by 50% of the then current per-share market price of Company Common Stock. If any person or group (other than the Company, any subsidiary of the Company, or any employee benefit plan of the Company) acquires more than 20% but less than 50% of the outstanding Company Common Stock without prior written consent of the Board of Directors, each Right, except those held by such persons, may be exchanged by the Board of Directors for one share of Company Common Stock. If the Company were acquired in a merger or other business combination transaction where the Company is not the surviving corporation or where Company Common Stock is exchanged or changed or 50% or more of the Company's assets or earnings power is sold in one or several transactions without the prior written consent of the Board of Directors, each Right would entitle the holders thereof (except for the Acquiring Person) to receive such number of shares of the acquiring company's common stock as shall be equal to the result obtained by multiplying the then current Purchase Price by the number of shares of Common Stock for which a Right is then exercisable and dividing that product by 50% of the then current market price per share of the common stock of the acquiring company on the date of such merger or other business combination transaction. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional shares of Common Stock will be issued. In lieu of fractional shares, an adjustment in cash will be made based on the market price of the Common Stock on the last trading day prior to the date of exercise. iii At any time prior to the time an Acquiring Person becomes such, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 per Right (the "Redemption Price"). The redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, including, but not limited to, an amendment to lower certain thresholds described above to not less than the greater of (i) any percentage greater than the largest percentage of the voting power of all securities of the Company then known to the Company to be beneficially owned by any person or group of affiliated or associated persons (other than an excepted person) and (ii) 10%, except that from and after such time as any person or group of affiliated or associated persons becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights. 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. A copy of the Rights Agreement has been filed with the Securities and Exchange Commission as an Exhibit to a Registration Statement on Form 8-A. A copy of the Rights Agreement is available free of charge from the Company. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, as the same may be amended from time to time, which is hereby incorporated herein by reference. iv Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. Exhibit No. Description of Exhibit - ----------- ---------------------- 4 Rights Agreement, dated as of April 26, 1999 between Harmon Industries, Inc. and UMB Bank, N.A., as Rights Agent, which includes the form of Right Certificate as Exhibit A and the Summary of Common Stock Purchase Rights as Exhibit B. Pursuant to the Rights Agreement, printed Right Certificates will not be mailed until as soon as practicable after the earlier of the tenth day after public announcement that a person or group (except for certain exempted persons or groups) has acquired beneficial ownership of 20% or more of the outstanding shares of Common Stock or the tenth business day (or such later date as may be determined by action of the Board of Directors) after a person commences, or announces its intention to commence, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 20% or more of the outstanding shares of Common Stock (incorporated by reference to Exhibit 1 to the Form 8-A filed by Harmon Industries, Inc. on April 14, 1999). 99 Press release dated April 13, 1999. 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. HARMON INDUSTRIES, INC. (Registrant) Date: April 13, 1999 By: /s/ Charles M. Foudree ------------------------------------------ Name: Charles M. Foudree Title: Executive Vice President-Finance v EXHIBIT INDEX Exhibit No. Description of Exhibit - ----------- ---------------------- 4 Rights Agreement, dated as of April 26, 1999 between Harmon Industries, Inc. and UMB Bank, N.A., as Rights Agent, which includes the form of Right Certificate as Exhibit A and the Summary of Common Stock Purchase Rights as Exhibit B. Pursuant to the Rights Agreement, printed Right Certificates will not be mailed until as soon as practicable after the earlier of the tenth day after public announcement that a person or group (except for certain exempted persons or groups) has acquired beneficial ownership of 20% or more of the outstanding shares of Common Stock or the tenth business day (or such later date as may be determined by action of the Board of Directors) after a person commences, or announces its intention to commence, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 20% or more of the outstanding shares of Common Stock (incorporated by reference to Exhibit 1 to the Form 8-A filed by Harmon Industries, Inc. on April 14, 1999). 99 Press release dated April 13, 1999. vi EX-99 2 PRESS RELEASE Exhibit 99 HARMON INDUSTRIES, INC. CHARLES M. FOUDREE NASDAQ:HRMN (816) 229-3345 FOR IMMEDIATE RELEASE CFOUDREE@HARMONIND.COM HARMON INDUSTRIES, INC. DECLARES DIVIDEND DISTRIBUTION OF COMMON STOCK PURCHASE RIGHTS BLUE SPRINGS, MO. (April 13, 1999) - On April 12, 1999, the Board of Directors of Harmon Industries, Inc. (NASDAQ: HRMN), approved the adoption of a Shareholder Rights Plan designed to discourage takeovers that involve abusive tactics or do not provide fair value to shareholders. "The Board of Directors determined that adopting the Shareholder Rights Plan is an effective and reasonable method to safeguard the interests of our shareholders," said Robert E. Harmon, Chairman of the Board of Directors. "We are particularly concerned that the future benefits of current programs and initiatives could be denied to shareholders by an opportunistic, undervalued acquisition of the Company. The plan is designed to assure that shareholders are not deprived of their rights to share in the full measure of the Company's long-term potential, while not preventing a fully valued bid for the Company." The Shareholder Rights Plan provides for a dividend distribution of one Common Stock Purchase Right for each outstanding share of Harmon Industries, Inc. common stock. The dividend distribution will be made to shareholders of record on April 26, 1999. Each shareholder is automatically entitled to the Rights, and no physical distribution of new certificates will be made at this time. The Rights distribution is not taxable to shareholders. The Rights will be exercisable only if a person or group (except for certain exempted persons or groups) acquires 20% or more of Harmon Industries, Inc. common stock or announces a tender offer which would result in ownership of 20% or more of the common stock. The Rights entitle the holder to purchase one share of Common Stock at an exercise price of $85 and will expire on April 26, 2009. Following the acquisition of 20% or more of Harmon Industries, Inc. common stock by a person or group, the holders of the Rights (other than the acquiring person) will be entitled to purchase shares of common stock at one-half the then current market price, and, in the event of a subsequent merger or other acquisition of the Company, to buy shares of common stock of the acquiring entity at one-half of the market price of those shares. Harmon Industries, Inc. will be able to redeem the Rights at $0.01 per Right at any time until a person or group acquires 20% or more of the Company's shares. A letter outlining the Shareholder Rights Plan in more detail will be sent to the Company's shareholders following the record date. Harmon Industries, Inc., is a leading supplier of signal, inspection, train control and communications products and systems to freight and transit systems throughout the world. The company is traded in the over-the-counter market and is quoted on the NASDAQ National Market System under the symbol HRMN. For further information, please contact Charles M. Foudree, executive vice president-finance, Harmon Industries, Inc., 1600 N.E. Coronado Drive, Blue Springs, MO 64014. The telephone number is (816) 229-3345. -----END PRIVACY-ENHANCED MESSAGE-----