-----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, ElcjTX38bUKW/WFLTNXYbdMxA2SyFIWAEJRPRtW5sIAyzSVQtgf49X773n9MObvh wZlMpTjfZ6fZe0UUy8N9EQ== 0000932384-99-000066.txt : 19990222 0000932384-99-000066.hdr.sgml : 19990222 ACCESSION NUMBER: 0000932384-99-000066 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19990219 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990219 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OEA INC /DE/ CENTRAL INDEX KEY: 0000073864 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 362362379 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-06711 FILM NUMBER: 99546159 BUSINESS ADDRESS: STREET 1: 34501 E QUINCY AVE CITY: DENVER STATE: CO ZIP: 80250 BUSINESS PHONE: 3036931248 MAIL ADDRESS: STREET 1: P O BOX 100488 CITY: DENVER STATE: CO ZIP: 80250 8-K 1 FORM 8-K (2/19/99) 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 - FEBRUARY 19, 1999 (date of earliest event reported) OEA, INC. (exact name of registrant as specified in its charter) COMMISSION FILE NO. 1-6711 DELAWARE 36-2362379 (state of incorporation) (I.R.S. Employer Identification No.) 34501 EAST QUINCY AVENUE P.O. BOX 100488 80250 DENVER, COLORADO (Zip Code) (address of principal executive offices) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (303) 693-1248 FORM 8-K OEA, INC. FEBRUARY 19, 1999 ITEM 5. OTHER EVENTS. On February 19, 1999, OEA, Inc. (the "Company") entered into the First Amendment to Rights Agreement (the "Amendment") which amended a Rights Agreement dated as of March 25, 1999 (the "Rights Agreement") between the Company and ChaseMellon Shareholder Services, L.L.C., as Rights Agent (the "Rights Agent"). The Amendment amends the definition of "Acquiring Person" contained in the Rights Agreement so that Reich & Tang Asset Management L.P. will not be deemed an "Acquiring Person" until such time as Reich & Tang Asset Management L.P. shall be the beneficial owner of 20% of the Common Stock of the Company then outstanding but only for so long as Reich & Tang Asset Management L.P. is not required to file a report of beneficial ownership on Schedule 13D with the Securities and Exchange Commission with respect to its holdings of the Company's Common Stock. The Company also entered into a stockholders agreement with Reich & Tang Asset Management L.P. in which Reich & Tang agreed not to take a variety of actions directed at influencing control of the Company. ITEM 7(c). EXHIBITS FILED. Exhibit Number Description - -------------- ----------- 4.1 First Amendment to Rights Agreement, dated as of February 19, 1999, between OEA, Inc. and ChaseMellon Shareholder Services, L.L.C. 4.2 Stockholders Agreement, dated as of February 19, 1999, between OEA, Inc. and Reich & Tang Asset Management L.P. -2- 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. OEA, INC. By: /s/ J. Thompson McConathy --------------------------------- J. Thompson McConathy Vice President Finance Dated: February 19, 1999 -3- EX-4 2 EXHIBIT 4.1 FIRST AMENDMENT TO RIGHTS AGREEMENT This First Amendment to Rights Agreement (the "Amendment") is entered into as of February 19, 1999, between OEA, Inc., a Delaware corporation, (the "Company") and ChaseMellon Shareholder Services, L.L.C. (the "Rights Agent"). WHEREAS, the Company and the Rights Agent are parties to that certain Rights Agreement, dated as of March 25, 1998 (the "Rights Agreement"); and WHEREAS, the Board of Directors of the Company has approved an amendment to the Rights Agreement pursuant to Section 27 thereof. NOW THEREFORE, in consideration of the promises and the mutual agreements herein set forth, the parties hereby agree as follows: 1. CERTAIN DEFINITIONS. For purposes of this Amendment, capitalized terms not otherwise defined shall have the meaning given them in the Rights Agreement. 2. AMENDMENT. Section 1(a) of the Rights Agreement is hereby amended in its entirety to read as follows: "Acquiring Person" shall mean any Person (as such term is hereinafter defined) who or which, together with all Affiliates and Associates (as such terms are hereinafter defined) of such Person, shall be the Beneficial Owner (as such term is hereinafter defined) of 15% or more of the Common Shares of the Company then outstanding, but shall not include (i) the Company; (ii) any Subsidiary (as such term is hereinafter defined) of the Company; (iii) any employee benefit plan of the Company or any Subsidiary of the Company, or any entity holding Common Shares for or pursuant to the terms of any such plan; (iv) Ahmed D. Kafadar, Charles B. Kafadar, Maryanna B. Kafadar, members of their respective families and their respective descendants (the "Kafadar Family"), heirs or legatees of any of the Kafadar Family members, transferees by will, laws of descent or distribution or by operation of law of any of the foregoing (including of any such transferees) (including any executor or administrator of any estate of any of the foregoing), The Maryanna B. Kafadar Family Trust, The Ahmed D. Kafadar Family Trust, The Ahmed D. Kafadar Marital Trust, or any trust or foundation to which any of the foregoing has transferred or may transfer securities of the Company, any trust established primarily for the benefit of, or any other Person the beneficial owners of which consist primarily of, any of the foregoing or any Affiliates or Associates of any of the foregoing (including any beneficiary or trustee, manager or director of any of the foregoing or any other Person serving any such entity in a similar capacity) (collectively, the "Kafadar Entities"); (v) Reich & Tang Asset Management L.P., at any time prior to becoming the Beneficial Owner of 20% or more of the Common Shares of the Company then outstanding, but only for so long as Reich & Tang Asset Management L.P. is not required to file a Schedule 13D and is able to avail itself of the exemption provided by Rule 13d-1(c) under the Securities Exchange Act of 1934, as amended (or similar successor provisions, rules or regulations); and (vi) any Person that inadvertently (as determined in good faith by the Board of Directors of the Company whose determination shall be final and binding) became an Acquiring Person as a result of the beneficial ownership of any securities beneficially owned at any time by any Kafadar Entity. Notwithstanding the foregoing, no Person shall become an "Acquiring Person" as the result of an acquisition of Common Shares by the Company which, by reducing the number of shares outstanding, increases the proportionate number of shares beneficially owned by such Person to 15% or more of the Common Shares of the Company then outstanding; provided, however, that if a Person shall become the Beneficial Owner of 15% or more of the Common Shares of the Company then outstanding by reason of share purchases by the Company and shall, after such share purchases by the Company, become the Beneficial Owner of any additional Common Shares of the Company, then such Person shall be deemed to be an "Acquiring Person." Notwithstanding the foregoing, if the Board of Directors of the Company determines in good faith that a Person who would otherwise be an "Acquiring Person," as defined pursuant to the foregoing provisions of this paragraph (a), has become such inadvertently, and such Person divests as promptly as practicable a sufficient number of Common Shares so that such Person would no longer be an "Acquiring Person," as defined pursuant to the foregoing provisions of this paragraph (a), then such Person shall not be deemed to be an "Acquiring Person" for any purposes of this Agreement. 3. EFFECT OF AMENDMENT. Except as expressly amended hereby, the Rights Agreement shall remain in full force and effect. 4. SEVERABILITY. If any term, provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction or other authority to be invalid, void 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. 5. GOVERNING LAW. This Amendment and each Right Certificate issued hereunder 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 such State applicable to contracts to be made and performed entirely within such State. 6. COUNTERPARTS. This Amendment 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. DESCRIPTIVE HEADINGS. Descriptive headings of the several Sections of this Amendment are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof. -2- IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and their seals attested, all as of the day and year first above written. OEA, INC. By:/s/ J. Thompson McConathy -------------------------------------- Name: J. Thompson McConathy ------------------------------------ Title: Vice President Finance ----------------------------------- CHASEMELLON SHAREHOLDER SERVICES, L.L.C. By:/s/ Paul Collins -------------------------------------- Name: Paul Collins ------------------------------------ Title: Assistant Vice President ----------------------------------- -3- EX-4 3 EXHIBIT 4.2 STOCKHOLDER'S AGREEMENT THIS STOCKHOLDERS AGREEMENT (this "Agreement") is entered into as of February 19, 1999, by and between OEA, Inc., a Delaware corporation (the "Company") and Reich & Tang Asset Management L.P., a Delaware limited partnership (the "Stockholder"). RECITALS A. The Stockholder manages accounts which hold approximately 2,523,700 shares of the common stock, par value $.10 per share, of the Company (the "Stock"). The Stock currently owned by the Stockholder represents just less than 15% of the outstanding Stock. The Stockholder desires to acquire, in open market purchases, additional shares of Stock; however, the terms of the Company's Shareholder Rights Plan (the "Rights Plan") provide that the rights thereunder would be triggered by such an acquisition. B. The Company is willing to amend the terms of the Rights Plan, and to consent to the acquisitions for purposes of Section 203 of the Delaware General Corporation Law, and to thereby permit the Stockholder to acquire up to 20% of the outstanding Stock, if Stockholder agrees to the terms hereof. C. In order to enhance and promote a constructive and mutually beneficial relationship with the Company, the Stockholder has agreed to be bound by the terms of this Agreement. AGREEMENT In consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: 1. DEFINITIONS. For purposes of this Agreement, the following terms shall have the following meanings: (a) AFFILIATE; ASSOCIATE. The terms "Affiliate" and "Associate" shall have the meanings given them in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the "1934 Act"), as in effect on the date hereof, and shall include any Affiliate or Associate that attains that status after the date hereof. (b) BENEFICIAL OWNER. A person shall be deemed a "beneficial owner" of, or to have "beneficially owned" any Voting Securities in accordance with the term "beneficial ownership" as defined in Rule 13d-3 under the 1934 Act, as in effect on the date hereof. (c) VOTING SECURITIES. The term "Voting Securities" shall mean: (i) the Company's common stock, par value $.10 per share, (ii) any other securities of the Company entitled to vote generally for the election of directors, (iii) options or rights to acquire any such securities, and (iv) securities convertible into or exchangeable or exercisable for any such securities, in each case now or hereafter outstanding. 2. ACQUISITIONS AND CONTROL. During the term hereof, the Stockholder shall not directly or indirectly do any of the following, except with the prior written consent of the Company's Board of Directors specifically expressed in a resolution adopted by a majority of the directors of the Company: (a) acquire, or offer or agree to acquire, by purchase or otherwise, any Voting Securities, if after giving effect to such acquisition the Stockholder would beneficially own more than 20.0% of the Voting Securities outstanding following such acquisition (except by way of stock dividends or other distributions made to stockholders of the Company generally); (b) submit any proposal for the vote or for the written consent of the stockholders of the Company, or make or participate in any "solicitation" of proxies (within the meaning of Regulation 14A under the 1934 Act), or seek to advise or influence any person or entity with respect to the voting of any Voting Securities, or grant a proxy to any person or entity except the Company or its designees, or deposit any Voting Securities in a voting trust or subject any Voting Securities to any agreement or arrangement with respect to the voting thereof; (c) form, join or otherwise participate in a "group" (within the meaning of Section 13(d)(3) of the 1934 Act), with any person or entity with respect to Voting Securities, except for a group all of whose members are Affiliates or Associates of the Stockholder; (d) initiate, induce, attempt or give encouragement to any tender or exchange offer for Voting Securities or any merger, or otherwise propose a change of control of the Company, or make any public announcement with respect to, or submit any proposal or offer of any such extraordinary transaction involving the Company or its securities or assets; or (e) otherwise act, alone or in concert with others, to seek to control or influence the management, Board of Directors or policies of the Company. 3. TERM. The term of this Agreement shall be for ten years from the date hereof; provided, however, that the limitations set forth in Section 2 hereof shall only apply at such times as the Stockholder, together with its Affiliates and Associates, hold in excess of 15% of the outstanding Stock. 4. MISCELLANEOUS. (a) At any time when Voting Securities are held by any Affiliate or Associate of the Stockholder, the terms and conditions of this Agreement shall apply to such Affiliate or Associate with the same force as to the Stockholder, and the Stockholder shall cause such Affiliate or Associate to comply therewith. (b) The Stockholder acknowledges and agrees that the Company would be irreparably harmed and would not have an adequate remedy at law for money damages in the event that the Stockholder does not perform its obligations under this Agreement. Accordingly, in -2- addition to any other remedy to which it may be entitled, the Company shall be entitled to injunctive or other equitable relief to enforce specific performance of the terms of this Agreement. (c) This Agreement shall be binding upon, and inure to the benefit of, the parties and their respective heirs, personal representatives, successors, assigns, Affiliates and Associates, but shall not be assignable without the prior written consent of the non-assigning party. (d) All notices and other communications hereunder shall be in writing and shall be personally delivered or sent by overnight courier service, telecopy or registered or certified mail, return receipt requested, postage prepaid, to the following addresses: (i) if to the Company: OEA, Inc. P.O. Box 100488 Denver, Colorado 80250 Attention: President and Chief Executive Officer with a copy to: Davis, Graham & Stubbs LLP 370 17th Street, Suite 4700 Denver, Colorado 80202 Attention: Ronald R. Levine, II (ii) if to the Stockholder: Reich & Tang Asset Management L.P. 600 Fifth Avenue New York, New York 10020 or to such other address with respect to a party as such party shall notify the other in writing. Notices delivered personally or by overnight courier shall be effective when delivered. Notices transmitted by telecopy shall be effective when received. Notices delivered by registered or certified mail shall be effective on the date shown on the receipt therefor. (e) This Agreement contains the entire understanding of the parties with respect to the subject matter hereof, and may not be amended, modified or waived in any respect except by a writing duly executed by the party to be charged. (f) Captions used herein are for convenience only and shall not affect the construction of any provision hereof. -3- (g) This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one agreement. (h) If any provision or application of this Agreement shall be invalid or unenforceable, the remainder of this Agreement shall not be affected thereby, and shall be enforced to the greatest extent permitted by law. (i) This Agreement shall be governed by the laws of the State of Colorado applicable to contracts made and to be performed therein. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. OEA, INC. /s/ Charles B. Kafadar -------------------------------------------- By: Charles B. Kafadar Title:President and Chief Executive Officer REICH & TANG ASSET MANAGEMENT L.P. /s/ Richard E. Smith, III -------------------------------------------- By: Richard E. Smith, III Title: President & CEO -4- -----END PRIVACY-ENHANCED MESSAGE-----