-----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, GA2Pfaid4FEvoHhQ/FfohuJm336zxc4qaBUCx3QMn4esuFAMD4qllGc07kL7lM6X UuRM6XGTOpgaVCjBc7FU/g== 0000950152-99-000656.txt : 19990208 0000950152-99-000656.hdr.sgml : 19990208 ACCESSION NUMBER: 0000950152-99-000656 CONFORMED SUBMISSION TYPE: 8-A12B/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990205 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-A12B/A SEC ACT: SEC FILE NUMBER: 001-00924 FILM NUMBER: 99521691 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-A12B/A 1 AEROQUIP-VICKERS, INC. FORM 8-A12B/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------- FORM 8-A/A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Aeroquip-Vickers, Inc. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Ohio 34-4288310 - ---------------------------------------- ----------------------------- (State of incorporation or organization) (IRS Employer Identification No.) 3000 Strayer, Maumee, Ohio 43537-0050 - ---------------------------------------- ----------------------------- (Address of principal executive offices) (Zip Code) If this form relates to the registration of a If this form relates to the registration of a class of securities pursuant to Section class of securities pursuant to Section 12(b) of the Exchange Act and is effective 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(c), pursuant to General Instruction A.(d), please check the following box.|X| please check the following box.|_|
Securities Act registration file number to which this form relates, (if applicable): ___________ Securities to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which to be so registered each class is to be registered ------------------- ------------------------------ Preferred Share Purchase Rights Chicago Stock Exchange - ------------------------------- ------------------------------ Securities to be registered pursuant to Section 12(g) of the Act: None - -------------------------------------------------------------------------------- Title of class 2 ITEM 1. DESCRIPTION OF SECURITIES TO BE REGISTERED. ------------------------------------------- On January 30, 1999, the Directors of Aeroquip-Vickers, Inc. (the "Corporation") approved Amendment No. 2 (the "1989 Plan Amendment") to the Rights Agreement, dated as of January 26, 1989, as amended (the "1989 Rights Plan"), between the Corporation and First Chicago Trust Company of New York (successor to National Bank of Detroit) (the "Rights Agent"). The 1989 Plan Amendment made the provisions of the 1989 Rights Plan inapplicable to the transactions contemplated by the Agreement and Plan of Merger, dated as of January 31, 1999 (the "Merger Agreement"), by and among the Corporation, Eaton Corporation, an Ohio corporation ("Parent"), and Eaton Industries, Inc., an Ohio corporation and a wholly-owned subsidiary of Parent ("Purchaser"). The 1989 plan will expire by its terms on February 6, 1999. Additionally, on January 30, 1999, the Directors of the Corporation approved Amendment No. 1 (the "1999 Plan Amendment" and, together with the 1989 Plan Amendment, the "Amendments") to the Rights Agreement, dated as of February 7, 1999 (the "1999 Rights Plan"), between the Corporation and the Rights Agent. The 1999 Plan Amendment made the provisions of the 1999 Rights Plan inapplicable to the transactions contemplated by the Merger Agreement. The 1999 Rights Plan will, by its terms, become effective on February 7, 1999. No other amendments were made to the 1989 Rights Plan or to the 1999 Rights Plan by virtue of the Amendments. The 1989 Plan Amendment and the 1999 Plan Amendment are filed herewith as Exhibits 4.1 and 4.2, respectively, and are incorporated herein by reference. The descriptions of the Amendments set forth above do not purport to be complete and are qualified in their entirety by reference to the provisions of such agreements. ITEM 2. EXHIBITS. - ------- --------- Exhibit Number Exhibit ------ ------- 4.1 Amendment No. 2, dated as of January 31, 1999, to the Rights Agreement, dated as of January 26, 1989, as amended, between the Corporation and First Chicago Trust Company of New York (successor to National Bank of Detroit). 4.2 Amendment No. 1, dated as of February 7, 1999, to the Rights Agreement, dated as of February 7, 1999, between the Corporation and First Chicago Trust Company of New York. 2 3 SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. AEROQUIP-VICKERS, INC. By: /s/ James E. Kline ----------------------------------- James E. Kline Vice President and General Counsel Dated: February 5, 1999 3 4 INDEX TO EXHIBITS EXHIBIT NUMBER Exhibit ------ ------- 4.1 Amendment No. 2, dated as of January 31, 1999, to the Rights Agreement, dated as of January 26, 1989, as amended, between the Corporation and First Chicago Trust Company of New York (successor to National Bank of Detroit). 4.2 Amendment No. 1, dated as of February 7, 1999, to the Rights Agreement, dated as of February 7, 1999, between the Corporation and First Chicago Trust Company of New York. 4 EX-4.1 2 EXHIBIT 4.1 1 Exhibit 4.1 ----------- AEROQUIP-VICKERS, INC. 3000 Strayer Maumee, Ohio 43537-0050 January 30, 1999 First Chicago Trust Company of New York P.O. Box 2535, Suite 4693 Jersey City, New Jersey 07303-2535 Attention: John G. Herr Re: Amendment No. 2 to the Rights Agreement --------------------------------------- Dear Mr. Herr: Pursuant to Section 26 of the Rights Agreement (the "Rights Agreement"), dated January 26, 1989, as amended, between Aeroquip-Vickers, Inc. (formerly TRINOVA Corporation) (the "Company") and First Chicago Trust Company of New York (as successor to National Bank of Detroit), as rights agent, the Company, by resolution duly adopted by its Board of Directors, hereby amends the Rights Agreement as follows: 1. Section 1(p) of the Rights Agreement is hereby amended by adding the following new Section 1(pp) immediately thereafter: (pp) "MERGER AGREEMENT" means the Agreement and Plan of Merger, dated as of January 31, 1999, among the Company, Eaton Corporation, an Ohio corporation ("Parent") and Eaton Industries, Inc., an Ohio corporation and a wholly-owned subsidiary of Parent ("Merger Sub"). 2. Section 1 of the Rights Agreement is hereby amended by adding the following new paragraph at the end of that Section: Notwithstanding anything in this Agreement to the contrary, none of Parent, Merger Sub, any of their respective Affiliates or Associates or any of their respective permitted assignees or transferees shall be deemed an Acquiring Person and none of a Distribution Date, a Share Acquisition Date, or a Triggering Event 2 First Chicago Trust Company of New York January 30, 1999 Page 2 shall be deemed to occur or to have occurred, in each such case, by reason of the approval, execution or delivery of the Merger Agreement, the consummation of the Merger (as defined in the Merger Agreement) or the consummation of the other transactions contemplated by the Merger Agreement. 3. The Rights Agreement shall not otherwise be supplemented or amended by virtue of this Amendment No. 2 to the Rights Agreement, but shall remain in full force and effect. 4. Capitalized terms used without other definition in this Amendment No. 2 to the Rights Agreement shall be used as defined in the Rights Agreement. 5. This Amendment No. 2 to the Rights Agreement shall be deemed to be a contract made under the laws of the State of Ohio and for all purposes will be governed by and construed in accordance with the laws of such State applicable to contracts to be made and performed entirely within such State. 6. This Amendment No. 2 to the Rights Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. 7. This Amendment No. 2 to the Rights Agreement shall be effective as of, and immediately prior to, the execution and delivery of the Merger Agreement, and all references to the Rights Agreement shall, from and after such time, be deemed to be references to the Rights Agreement as amended hereby. 3 First Chicago Trust Company of New York January 30, 1999 Page 3 8. Exhibits B and C to the Rights Agreement shall be deemed amended in a manner consistent with this Amendment No. 2 to the Rights Agreement. Very truly yours, AEROQUIP-VICKERS, INC. By: /s/ James E. Kline -------------------------------- Name: James E. Kline Title: Vice President and General Counsel Accepted and agreed to as of the effective time specified above: FIRST CHICAGO TRUST COMPANY OF NEW YORK By: /s/ Joanne Gorostiola --------------------- Name: Joanne Gorostiola Title: Assistant Vice President EX-4.2 3 EXHIBIT 4.2 1 Exhibit 4.2 ----------- AEROQUIP-VICKERS, INC. 3000 Strayer Maumee, Ohio 43537-0050 January 30, 1999 First Chicago Trust Company of New York P.O. Box 2535, Suite 4693 Jersey City, New Jersey 07303-2535 Attention: John G. Herr Re: Amendment No. 1 to the Rights Agreement --------------------------------------- Dear Mr. Herr: Pursuant to Section 27 of the Rights Agreement (the "Rights Agreement"), dated February 7, 1999, between Aeroquip-Vickers, Inc. (the "Company") and First Chicago Trust Company of New York , as rights agent, the Company, by resolution duly adopted by its Board of Directors, hereby amends the Rights Agreement as follows: 1. Section 1(j) of the Rights Agreement is hereby amended to read in its entirety as follows: (j) "Expiration Date" shall mean the earliest of (i) the Close of Business on the Final Expiration Date, (ii) the time at which the Rights are redeemed as provided in Section 23, (iii) the time at which all exercisable Rights are exchanged as provided in Section 24, or (iv) immediately prior to the Effective Time (as defined in the Merger Agreement). 2. Section 1(n) of the Rights Agreement is hereby amended by adding the following new Section 1(nn) immediately thereafter: (nn) "Merger Agreement" means the Agreement and Plan of Merger, dated as of January 31, 1999, among the Company, Eaton Corporation, an Ohio corporation ("Parent") and Eaton Industries, Inc., an Ohio 2 First Chicago Trust Company of New York January 30, 1999 Page 2 corporation and a wholly-owned subsidiary of Parent ("Merger Sub"). 3. Section 1 of the Rights Agreement is hereby amended by adding the following new paragraph at the end of that Section: Notwithstanding anything in this Agreement to the contrary, none of Parent, Merger Sub, any of their respective Affiliates or Associates or any of their respective permitted assignees or transferees shall be deemed an Acquiring Person and none of a Distribution Date, a Share Acquisition Date, or a Triggering Event shall be deemed to occur or to have occurred, in each such case, by reason of the approval, execution or delivery of the Merger Agreement, the consummation of the Merger (as defined in the Merger Agreement) or the consummation of the other transactions contemplated by the Merger Agreement. 4. The Rights Agreement shall not otherwise be supplemented or amended by virtue of this Amendment No. 1 to the Rights Agreement, but shall remain in full force and effect. 5. Capitalized terms used without other definition in this Amendment No. 1 to the Rights Agreement shall be used as defined in the Rights Agreement. 6. This Amendment No. 1 to the Rights Agreement shall be deemed to be a contract made under the laws of the State of Ohio and for all purposes will be governed by and construed in accordance with the laws of such State applicable to contracts to be made and performed entirely within such State. 7. This Amendment No. 1 to the Rights Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. 8. This Amendment No. 1 to the Rights Agreement shall be effective as of, and immediately prior to, the execution and delivery of the Merger Agreement, and all references to the Rights Agreement shall, from and after such time, be deemed to be references to the Rights Agreement as amended hereby. 3 First Chicago Trust Company of New York January 30, 1999 Page 3 9. Exhibits B and C to the Rights Agreement shall be deemed amended in a manner consistent with this Amendment No. 1 to the Rights Agreement. Very truly yours, AEROQUIP-VICKERS, INC. By: /s/ James E. Kline -------------------------- Name: James E. Kline Title: Vice President and General Counsel Accepted and agreed to as of the effective time specified above: FIRST CHICAGO TRUST COMPANY OF NEW YORK By: /s/ Joanne Gorostiola ----------------------- Name: Joanne Gorostiola Title: Assistant Vice President -----END PRIVACY-ENHANCED MESSAGE-----