-----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, UUGe2jsAMohjNBlKsBGn9g9/06HntrE5rti22so/ML0xOqqGubJnwrLAul44iRKT T4IaHHXc1i+rw9ahGqLC6g== 0000048287-98-000015.txt : 19980817 0000048287-98-000015.hdr.sgml : 19980817 ACCESSION NUMBER: 0000048287-98-000015 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980810 ITEM INFORMATION: FILED AS OF DATE: 19980814 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: HON INDUSTRIES INC CENTRAL INDEX KEY: 0000048287 STANDARD INDUSTRIAL CLASSIFICATION: OFFICE FURNITURE (NO WOOD) [2522] IRS NUMBER: 420617510 STATE OF INCORPORATION: IA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-14225 FILM NUMBER: 98689924 BUSINESS ADDRESS: STREET 1: 414 EAST THIRD STREET - PO BOX 1109 CITY: MUSCATINE STATE: IA ZIP: 52761-7109 BUSINESS PHONE: 3192647400 MAIL ADDRESS: STREET 1: 414 EAST THIRD STREET STREET 2: P O BOX 1109 CITY: MUSCATINE STATE: IA ZIP: 52761 FORMER COMPANY: FORMER CONFORMED NAME: HOME O NIZE CO DATE OF NAME CHANGE: 19681001 8-K 1 8KFORM 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): August 10, 1998 HON INDUSTRIES Inc. (Exact name of registrant as specified in its charter) IOWA 0-2648 42-0617510 (State or other jurisdiction (Commission) (IRS Employer of incorporation) File Number) Identification No.) 414 East Third Street, P.O. Box 1109, 52761-7109 Muscatine, Iowa (Zip Code) (Address of principal executive offices) Registrant's telephone number, including area code: (319) 264-7400 (Former name or former address, if changed since last report) ITEM 5. Other Events. On August 10, 1998, the Board of Directors of HON INDUSTRIES Inc. (the "Company") declared a dividend distribution of one right (a "Right") for each share of common stock, par value $1.00 per share (the "Common Shares"), of the Company outstanding at the close of business on August 20, 1998 (the "Record Date"), pursuant to the terms of a Rights Agreement, dated as of August 13, 1998 (the "Rights Agreement"), between the Company and Harris Trust and Savings Bank, 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 hereto 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 Statement of Resolution 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 8A filed on August 14, 1998 99.1 Form of letter to stockholders, dated August 19, 1998, incorporated by reference to Exhibit 99.1 to the Company's Registration Statement on Form 8A filed on August 14, 1998 99.2 Press release, dated August 13, 1998 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. HON INDUSTRIES Inc. By /s/ James I. Johnson James I. Johnson Vice President, General Counsel and Secretary Dated: August 14, 1998 INDEX TO EXHIBITS Exhibit Number Exhibit 4.1 Rights Agreement (including a Form of Statement of Resolution 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 8A filed on August 14, 1998 99.1 Form of letter to stockholders, dated August 19, 1998, incorporated by reference to Exhibit 99.1 to the Company's Registration Statement on Form 8A filed on August 14, 1998 99.2 Press release, dated August 13, 1998 EX-99.2 2 NEWS RELEASE EXHIBIT 99.2 HON INDUSTRIES P.O. Box 1109, Muscatine, Iowa 52761-7109 News Release FOR INFORMATION CONTACT: David Stuebe, Vice President and CFO (319) 264-7400 Beth Coronelli, Investor Relations Manager (319) 264-7992 HON INDUSTRIES INC. ANNOUNCES SHARE PURCHASE RIGHTS PLAN Muscatine, Iowa (August 13, 1998) -- HON INDUSTRIES Inc. (NYSE:HNI) announced today board action adopting a new share purchase rights plan. Under the plan, rights will be issued to stockholders of record on August 20, 1998. The new plan replaces HON INDUSTRIES' existing rights plan that expired on August 12, 1998. "This action was taken after long and careful study," said Jack D. Michaels, Chairman, President and CEO of HON INDUSTRIES. "Like the company's existing rights plan, the new plan is intended to protect the company and its stockholders from potentially coercive takeover practices or takeover bids which are not in the interest of the company and its stockholders." "The inclusion of a share purchase rights plan has become common practice in major American companies and a well-accepted approach to ensure that all stockholders receive a fair price and are treated equally in the event of a takeover," Michaels added. "The adoption of a new rights plan is not in response to any pending takeover or proposed change in control of the company." The rights will trade together with the common stock and will not be exercisable, initially. The rights generally will become exercisable, in the absence of further board action, if a person or group acquires 20 percent or more of the outstanding shares of HON INDUSTRIES' common stock. Once the rights are exercisable, the stockholder, other than the acquiring person or group, may purchase common stock at a discount. Under certain circumstances, the rights will entitle the stockholder to buy shares in an acquiring entity at a discount. The plan also includes an exchange option. After the rights become exercisable, the Board of Directors has an option to exchange part or all of the rights for shares of HON INDUSTRIES' common stock. Under this option, HON INDUSTRIES would issue one share of common stock for each right, subject to adjustment in certain circumstances. This exchange would not apply to shares held by the person or group whose actions trigger the exercisability. HON INDUSTRIES' Board of Directors may redeem all rights for $.01 per right, generally at any time before the rights become exercisable. The rights will expire August 20, 2008, unless redeemed, exchanged or amended by the Board of Directors. The issuance of the rights is not a taxable event; will not affect HON INDUSTRIES' reported financial condition or results of operations, including earnings per share; and will not change the way in which HON INDUSTRIES' common stock is currently traded. Shareholders will receive additional details regarding the plan. HON INDUSTRIES Inc. is the largest producer of value-priced office furniture and the fourth largest manufacturer and marketer of office furniture in the U.S. It is also the nation's largest manufacturer and marketer of gas- and wood-burning fireplaces and stoves. HON INDUSTRIES' common stock is traded on the New York Stock Exchange under the symbol HNI. ### -----END PRIVACY-ENHANCED MESSAGE-----