-----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, TAdKlkjv9Gwz3zX4f9qtYQ932ikjtAUea8Q2Kbvq1iMXx8pqJoNxf0VNHX51kq5N BrRqK/fApPo8uIDVz2j0/A== 0000073568-99-000026.txt : 19991207 0000073568-99-000026.hdr.sgml : 19991207 ACCESSION NUMBER: 0000073568-99-000026 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991124 ITEM INFORMATION: FILED AS OF DATE: 19991124 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OAK INDUSTRIES INC CENTRAL INDEX KEY: 0000073568 STANDARD INDUSTRIAL CLASSIFICATION: 3678 IRS NUMBER: 361569000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-04474 FILM NUMBER: 99763507 BUSINESS ADDRESS: STREET 1: 1000 WINTER STREET STREET 2: BAY COLONY CORP CENTER CITY: WALTHAM STATE: MA ZIP: 02154 BUSINESS PHONE: 6178900400 MAIL ADDRESS: STREET 1: BAY COLONY CORPORATE CENTER STREET 2: 1000 WINTER STREET CITY: WALTHAM STATE: MA ZIP: 02154 FORMER COMPANY: FORMER CONFORMED NAME: OAK ELECTRONETICS CORP DATE OF NAME CHANGE: 19720827 8-K 1 MAIN DOCUMENT 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): November 24, 1999 ------------------------- Oak Industries Inc. - - -------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 1-4474 36-1569000 - - ---------------------------- -------------- -------------- (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 1000 Winter Street, Waltham, MA 02451 - - -------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 781.890.0400 ---------------------- - - -------------------------------------------------------------------------- (Former name or former address, if changed since last report) INFORMATION TO BE INCLUDED IN THE REPORT ITEM 5. OTHER EVENTS. On November 24, 1999, Oak Industries Inc., a Delaware corporation ("Oak") amended the Rights Agreement dated as of December 7, 1995 between Oak and BankBoston N.A., as Rights Agent, to render the Rights (as defined in the Rights Agreement) issued pursuant to the terms of the Rights Agreement inapplicable to the Agreement and Plan of Merger dated as of November 13, 1999, among Oak, Corning Incorporated, a New York corporation, and Riesling Acquisition Corporation, a Delaware corporation. A copy of the Amendment to the Rights Agreement is attached hereto as Exhibit 4 and is incorporated by reference herein. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits. Exhibit 4 - Amendment, dated as of November 24, 1999 to the Rights Agreement, originally dated as of December 7, 1995, between Oak Industries Inc. and BankBoston N.A. SIGNATURES 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. OAK INDUSTRIES INC. By: /s/Coleman S. Hicks ------------------------ Coleman S. Hicks Senior Vice President and Chief Financial Officer Dated: November 24, 1999 EXHIBIT INDEX Exhibit No. Description 4 Amendment, dated as of November 24, 1999 to the Rights Agreement, originally dated as of December 7, 1995, between Oak Industries Inc. and BankBoston N.A. EX-4 2 EXHIBIT 4 --------- AMENDMENT TO RIGHTS AGREEMENT This AMENDMENT, dated as of November 24, 1999, is between Oak Industries Inc. , a Delaware corporation (the "Company"), and Bank of Boston, as rights agent (the "Rights Agent"). RECITALS A. The Company and the Rights Agent are parties to a Rights Agreement dated as of December 7, 1995 (the "Rights Agreement"). B. Corning Incorporated, a New York corporation ("Parent"), Riesling Acquisition Corporation, a Delaware corporation, and the Company have entered into an Agreement and Plan of Merger dated as of November 13, 1999 as it may be amended from time to time (the "Merger Agreement"), pursuant to which Riesling Acquisition Corporation, a wholly-owned subsidiary of Parent, will merge with and into the Company (the "Merger"). The Board of Directors of the Company has approved the Merger Agreement and the Merger. C. Pursuant to Section 27 of the Rights Agreement, the Board of Directors of the Company has determined that an amendment to the Rights Agreement as set forth herein is necessary and desirable in connection with the Merger and the Company and the Rights Agent desire to evidence such amendment in writing. Accordingly, the parties agree as follows: 1. AMENDMENT OF SECTION 1(d). Section 1(d) of the Rights Agreement is hereby amended to add the following sentence at the end thereof: "Neither Parent (as defined herein), Merger Subsidiary (as defined herein), or any of their respective existing or future Affiliates or Associates shall be deemed to be an Affiliate or Beneficial Owner solely by virtue of and in connection with (i) the execution of the Merger Agreement (as defined herein), (ii) the acquisition of Common Stock or other capital stock of the Company pursuant to the Merger Agreement or the consummation of the Merger (as defined herein) or (iii)the consummation of the other transactions contemplated by the Merger Agreement." 2. AMENDMENT OF SECTION 1(r). Section 1(r) of the Rights Agreement is hereby amended to add the following proviso at the end thereof: "; provided, however, that no Distribution Date shall be deemed to have occurred solely by virtue of (i) the execution of the Merger Agreement, (ii) the acquisition of Common Stock or other capital stock of the Company pursuant to the Merger Agreement or the consummation of the Merger or (iii) the consummation of the other transactions contemplated by the Merger Agreement." 3. AMENDMENT OF SECTION 1. Section 1 of the Rights Agreement is hereby further amended to add the following subparagraphs at the end thereof: (nn) "Merger" shall have the meaning set forth in the Merger Agreement. (oo) "Merger Agreement" shall have the meaning set forth in Section 35 hereof. (pp) "Merger Subsidiary" shall have the meaning set forth in Section 35 hereof. (11) "Parent" shall have the meaning set forth in Section 34 hereof. 4. AMENDMENT OF SECTION 3(a). Section 3(a) of the Rights Agreement is hereby amended to add the following sentence at the end thereof: "Notwithstanding anything in this Rights Agreement to the contrary, a Distribution Date shall not be deemed to have occurred solely by virtue of (i) the execution of the Merger Agreement, (ii) the acquisition of Common Stock or other capital stock of the Company pursuant to the Merger Agreement or the consummation of the Merger or (iii) the consummation of the other transactions contemplated by the Merger Agreement." 5. AMENDMENT OF SECTION 7(a). Section 7(a) of the Rights Agreement is amended to add the following sentence at the end thereof: "Notwithstanding anything in this Rights Agreement to the contrary, none of (i) the execution of the Merger Agreement, (ii) the acquisition of Common Stock or other capital stock of the Company pursuant to the Merger Agreement or the consummation of the Merger or (iii) the consummation of the other transactions contemplated by the Merger Agreement shall be deemed to be events that cause the Rights to become exercisable pursuant to the provisions of this Section 7 or otherwise." 6. AMENDMENT OF SECTION 11. Section 11 of the Rights Agreement is amended to add the following sentence after the first sentence of said Section: "Notwithstanding anything in this Rights Agreement to the contrary, none of (i) the execution of the Merger Agreement, (ii) the acquisition of Common Stock or other capital stock of the Company pursuant to the Merger Agreement or the consummation of the Merger or (iii) the consummation of the other transactions contemplated in the Merger Agreement shall be deemed to be events of the type described in this Section 11 or to cause the Rights to be adjusted or to become exercisable in accordance with this Section 11." 7. AMENDMENT OF SECTION 13. Section 13 of the Rights Agreement is amended to add a new paragraph (e) at the end thereof: "(e) Notwithstanding anything in this Rights Agreement to the contrary, none of (i) the execution of the Merger Agreement, (ii) the acquisition of Common Stock or other capital stock of the Company pursuant to the Merger Agreement or the consummation of the Merger or (iii) the consummation of the other transactions contemplated in the Merger Agreement shall be deemed to be events of the type described in this Section 13 or to cause the Rights to be adjusted or to become exercisable in accordance with this Section 13." 8. ADDITION OF SECTION 35. The Rights Agreement is hereby modified, supplemented and amended to add the following new Section 35: "Section 35. Merger With Merger Subsidiary. The Company and Corning Incorporated, a New York corporation ("Parent"), have entered into an Agreement and Plan of Merger, dated as of November 13, 1999 as it may be amended from time to time (the "Merger Agreement"), pursuant to which a newly formed and wholly-owned subsidiary of Parent ("Merger Subsidiary"), shall merge with and into the Company. Notwithstanding anything in this Rights Agreement to the contrary, if the Merger Agreement shall be terminated for any reason, then (a) the last sentence of Section 1(d) hereof shall be deemed repealed and deleted without any further action on the part of the Company or the Rights Agent and (b) the proviso at the end of Section 1(r) hereof shall be deemed repealed and deleted without any further action on the part of the Company or the Rights Agent." 9. EFFECTIVENESS. This Amendment shall be deemed effective as of the date first written above, as if executed on such date. Except as amended hereby, the Rights Agreement shall remain in full force and effect and shall be otherwise unaffected hereby. 10. MISCELLANEOUS. This Amendment shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of the State of Delaware applicable to contracts to be made and performed entirely within the State of Delaware without giving effect to the principles of conflict of laws thereof. This Amendment may be executed in any number of counterparts, 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. If any provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, illegal or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment shall remain in full force and effect and shall in no way be affected, impaired or invalidated. EXECUTED under seal as of the date first set forth above. Attest: OAK INDUSTRIES INC. /s/Margaret A. Shukur By: /s/Mela Lew - - --------------------- --------------------- Name: Margaret A. Shukur Name: Mela Lew Title: Senior Counsel Title: Vice President, General Counsel and Secretary Attest: RIGHTS AGENT: BANKBOSTON N.A. c/o EQUISERVE LIMITED PARTNERSHIP /s/James P. Mitchell By: /s/Carol Mulvey-Eori - - ---------------------- ---------------------------- Name: James P. Mitchell Name: Carol Mulvey-Eori Title: Senior Account Manager Title: Director-Client Administration 1 -----END PRIVACY-ENHANCED MESSAGE-----