-----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, DVbG33Acl3DthQ/RY+2bB0lv1lHTIJldM5VZ29FYSjm4qjYJEXT8uS9oF1aBep5K uD2agNN0cnCk4V9Ginlx4w== 0000059198-98-000024.txt : 19981228 0000059198-98-000024.hdr.sgml : 19981228 ACCESSION NUMBER: 0000059198-98-000024 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19981210 ITEM INFORMATION: FILED AS OF DATE: 19981222 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AEROQUIP-VICKERS INC CENTRAL INDEX KEY: 0000059198 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FABRICATED METAL PRODUCTS [3490] IRS NUMBER: 344288310 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-00924 FILM NUMBER: 98773393 BUSINESS ADDRESS: STREET 1: 3000 STRAYER CITY: MAUMEE STATE: OH ZIP: 43537 BUSINESS PHONE: 4198672200 MAIL ADDRESS: STREET 1: 3000 STRAYER CITY: MAUMEE STATE: OH ZIP: 43537 FORMER COMPANY: FORMER CONFORMED NAME: TRINOVA CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: LIBBEY OWENS FORD CO DATE OF NAME CHANGE: 19860814 FORMER COMPANY: FORMER CONFORMED NAME: LIBBEY OWENS FORD GLASS CO DATE OF NAME CHANGE: 19681004 8-K 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): December 10, 1998 Aeroquip-Vickers, Inc. (Exact name of registrant as specified in its charter) Ohio 1-924 34-4288310 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 3000 Strayer, Maumee, Ohio 43537 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (419) 867-2200 This document, including exhibits, contains 6 pages. The cover page consists of 1 page. The Exhibit Index is located at page 4. AEROQUIP-VICKERS, INC. Item 5. Other Events. On December 10, 1998, the Directors of Aeroquip-Vickers, Inc. (the "Company") declared a dividend distribution of one right (a "Right") for each Common Share, par value $5.00 per share (the "Common Shares"), of the Company outstanding at the close of business on February 7, 1999 (the "Record Date"), pursuant to the terms of a Rights Agreement, dated as of February 7, 1999 (the "Rights Agreement"), between the Company and First Chicago Trust Company 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 filed December 22, 1998 and incorporated herein by this reference. The Rights Agreement will not be effective until February 7, 1999. 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 Shares as Exhibit C thereto), incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form 8-A filed December 22, 1998 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 December 22, 1998 99.2 Press Release, dated December 10, 1998 -2- 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. AEROQUIP-VICKERS, INC. By: /S/ DAVID M. RISLEY Name: David M. Risley Title: Vice President - Finance and Chief Financial Officer Date: December 22, 1998 -3- EX-99 2 EXHIBIT INDEX Exhibit Number Exhibit Page No. 4.1 Rights Agreement (including a Form of Incorporated herein Certificate of Adoption of Amendment as by Reference Exhibit A thereto, a Form of Right Certificate as Exhibit B thereto and a Summary of Rights to Purchase Preferred Shares as Exhibit C thereto), incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form 8-A filed December 22, 1998 99.1 Form of letter to stockholders, dated Incorporated herein February 1999, incorporated by by Reference reference to Exhibit 99.1 to the Company's Registration Statement on Form 8-A filed December 22, 1998 99.2 Press Release, dated December 10, 1998 5 -4- EX-99 3 EXHIBIT 99.2 Aeroquip-Vickers, Inc. For Immediate Aeroquip-Vickers, Inc. Release 3000 Strayer Contacts: P.O. Box 50 Investor Maumee, Ohio 43537-0050 William R. Ammann 419/867-2215 Media Richard G. Rump 419/867-2292 Aeroquip-Vickers, Inc. Announces New Share Purchase Rights Plan MAUMEE, Ohio, December 10, 1998 --- Aeroquip-Vickers, Inc. (NYSE:ANV) announced today that its Board of Directors has adopted a new share purchase rights plan that provides for rights to be issued to shareholders of record on February 7, 1999. The new rights plan will be effective as of February 7, 1999, and will replace Aeroquip-Vickers' existing rights plan which will expire on February 6, 1999. "The new rights plan is an extension and modification of Aeroquip-Vickers' existing rights plan that is intended to ensure that Aeroquip-Vickers shareholders receive fair and equal treatment if efforts are made to gain control of the company without paying all shareholders a fair price," said Darryl F. Allen, Aeroquip-Vickers chairman, president and chief executive officer. Under the plan, the rights will initially trade together with Aeroquip-Vickers common stock and will not be exercisable. Like the company's existing rights plan, in the absence of further board action, the rights under the new plan generally will become exercisable and allow the holder to acquire Aeroquip-Vickers common stock at a discounted price if a person or group acquires 20% or more of the outstanding shares of Aeroquip-Vickers common stock. Rights held by persons who exceed the 20% threshold will be void. Under certain circumstances, the rights will entitle the holder to buy shares in an acquiring entity at a discounted price. -More -5- Aeroquip-Vickers Adopts New Rights Plan, Page 2 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 Aeroquip-Vickers common stock. Under this option, Aeroquip-Vickers would issue one share of common stock for each right, subject to adjustment in certain circumstances. Aeroquip-Vickers' 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 7, 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 Aeroquip-Vickers' reported financial condition or results of operations (including earnings per share), and will not change the way in which Aeroquip-Vickers common stock is currently traded. Aeroquip-Vickers, Inc. is two companies, Aeroquip Corporation and Vickers, Incorporated, world leaders in the design, manufacture and distribution of engineered components and systems to the industrial, aerospace and automotive markets. 12/10/98 -6- -----END PRIVACY-ENHANCED MESSAGE-----