-----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, HJWoJ4vBgCZkn1I8eAoIAZRVMCLaHHZKknVUQCQDAt+Xy/jrENT2tpMj9jtAtxKj xAmwn26KmkdOvl5sTI/3qA== 0000903893-96-000399.txt : 19960624 0000903893-96-000399.hdr.sgml : 19960624 ACCESSION NUMBER: 0000903893-96-000399 CONFORMED SUBMISSION TYPE: 8-A12G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19960620 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: BAILEY CORP CENTRAL INDEX KEY: 0000753237 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 133229215 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 8-A12G/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-09411 FILM NUMBER: 96583614 BUSINESS ADDRESS: STREET 1: 700 LAFAYETTE RD STREET 2: P O BOX 307 CITY: SEABROOK STATE: NH ZIP: 03874 BUSINESS PHONE: 6034743011 MAIL ADDRESS: STREET 2: 700 LAFAYETTE RD CITY: SEABROOK STATE: NH ZIP: 03874 FORMER COMPANY: FORMER CONFORMED NAME: EDUTECH VENTURES INC DATE OF NAME CHANGE: 19860205 8-A12G/A 1 FORM 8-A/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 02549 -------------------------- FORM 8-A/A AMENDMENT NO. 1 AMENDING THE REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 BAILEY CORPORATION ------------------ (Exact name of registrant as specified in its charter) Delaware 13-3229215 -------- ---------- (State of incorporation or organization) (IRS Employer Identification No.) 700 Lafayette Road, P.O. Box 307, Seabrook, NH 03874 - ---------------------------------------------- ----- (Address of principal executive offices) (Zip Code) 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 ------------------- ------------------------------ None. Securities to be registered pursuant to Section 12(g) of the Act: Rights to Purchase Common Stock ------------------------------- (Title of Class) Item 1. Description of Securities to be Registered. ------------------------------------------- On June 5, 1996, the Board of Directors of Bailey Corporation (the "Company") approved an Amendment (the "Amendment to Rights Agreement") to its Rights Agreement dated as of September 28, 1995 (the "Rights Agreement"), between the Company and State Street Bank and Trust Company, as Rights Agent (the "Rights Agent"). The Amendment to Rights Agreement modifies the definition of Acquiring Person, which is defined in the Rights Agreement to mean any person or group acquiring or obtaining the right to acquire beneficial ownership of outstanding Capital Shares (as defined below) in excess of or equivalent to such person's or group's Ownership Threshold (as defined below), so as to provide that none of Venture Holdings Trust, a Grantor Trust, Vemco Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Venture Holdings Trust, and their Affiliates shall be deemed to be an Acquiring Person by virtue of (x) execution of the Agreement and Plan of Merger, dated as of June 5, 1996 (the "Merger Agreement," which term shall include any amendments thereto) by and between the Company and Vemco Acquisition Corp., (y) execution of the Tender and Option Agreement, dated as of June 5, 1996, by and between certain Stockholders of the Company and Vemco Acquisition Corp. (the "Tender and Option Agreement") or (z) the consummation of any of the transactions contemplated thereby, including, without limitation, the publication or other announcement of the Offer (as defined in the Merger Agreement), the consummation of the Offer and Merger (as defined in the Merger Agreement) or the purchase of shares of Common Stock by Vemco Acquisition Corp., regardless of whether any such action results in Venture Holdings Trust, Vemco Acquisition Corp. or any of their Affiliates becoming the beneficial owner of shares equaling or exceeding the Ownership Threshold. Consequently, none of such acts shall constitute an event giving rise to a Distribution Date (as defined below), an event giving rise to any entitlement to exercise any Rights, or an event giving rise to any adjustment as described in Section 11 or Section 12 of the Rights Agreement. Finally, notwithstanding any other provision of the Rights Agreement, upon consummation of the Merger, pursuant to and in accordance with the terms of the Merger Agreement, all Rights shall expire. On September 28, 1995, the Board of Directors of Bailey Corporation (the "Company") distributed one Right for each outstanding share of the Company's Common Stock, par value $.10 per share (the "Common Stock"). The Rights were issued to the holders of record of Common Stock outstanding on September 28, 1995, and with respect to Common Stock issued thereafter until the Distribution Date (as defined below) and, in certain circumstances, with respect to Common Stock issued after the Distribution Date. Each Right, when it becomes exercisable as described below, will entitle the registered holder to purchase from the Company one share of Common Stock at a price of $28 (the -2- "Purchase Price"). The description and terms of the Rights are set forth in the Rights Agreement. Until the earlier of (i) such time as the Company learns that a person or group has become an Acquiring Person or (ii) the close of business on such date, if any, as may be designated by the Board of Directors of the Company following the commencement of, or first public disclosure of an intent to commence, a tender or exchange offer for outstanding Capital Shares which could result in such offeror(s) becoming an Acquiring Person (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced by the certificates for Capital Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates, as defined below) and not by separate Right Certificates. Therefore, until the Distribution Date, the Rights will be transferred with and only with the Capital Shares. "Capital Shares," when used with reference to the Company prior to a business combination, shall mean the shares of Common Stock or any other shares of capital stock of the Company into which the Common Stock shall be reclassified or changed. "Ownership Threshold" means, with respect to any person, the beneficial ownership of the greater of (i) 15% of the Capital Shares at any time outstanding or (ii) the percentage of the aggregate of the outstanding Capital Shares beneficially owned by such person on the date the Rights Plan is implemented, plus in the case of this clause (ii) 1% of the Capital Shares outstanding on such date. A person will not be deemed to beneficially own any Capital Shares solely by virtue of the receipt by such person of a revocable proxy or consent given to such person pursuant to a definitive proxy statement filed with the Securities and Exchange Commission and otherwise in accordance with the rules and regulations under the Securities Exchange Act of 1934. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Capital Shares as of the close of business on the Distribution Date (and to each initial record holder of certain Common Stock originally issued after the Distribution Date), and such separate Right Certificates alone will thereafter evidence the Rights. The Rights are not exercisable until the Distribution Date and will expire upon the earlier of (i) the consummation of the Merger pursuant to, and in accordance with, the terms of the Merger Agreement, (ii) September 28, 2005 (the "Expiration Date"), and (iii) such time as the Rights are redeemed by the Company as described below. -3- The number of shares of Common Stock or other securities issuable upon exercise of a Right, the Purchase Price, the Redemption Price (as defined below) and the number of Rights associated with each outstanding Capital Share are all subject to adjustment by the Board of Directors of the Company in the event of any change in the Capital Shares, whether by reason of stock dividends, stock splits, recapitalizations, mergers, consolidations, combinations or exchanges of securities, split-ups, split-offs, spin-offs, liquidations, other similar changes in capitalization, any distribution or issuance of cash, assets, evidences of indebtedness or subscription rights, options or warrants to holders of Capital Shares, as the case may be (other than distribution of the Rights or regular quarterly cash dividends) or otherwise, except that none of the Merger Agreement, the Tender and Option Agreement or the consummation of any of the transactions contemplated thereby, shall give rise to any such adjustment. At such time as there is an Acquiring Person, the Rights will entitle each holder (other than such Acquiring Person or any affiliate or associate of such Acquiring Person) of a Right to purchase, for the Purchase Price, that number of shares of Common Stock which at the time of such event would have a market value of twice the Purchase Price. In the event the Company is acquired in a merger or other business combination by an Acquiring Person or an associate or affiliate of an Acquiring Person that is a publicly traded corporation, or 50% or more of the Company's assets or assets representing 50% or more of the Company's revenues or cash flow are sold, leased, exchanged or otherwise transferred (in one or more transactions) to an Acquiring Person or an associate or affiliate of an Acquiring Person that is a publicly traded corporation, each Right will entitle its holder (subject to the next paragraph) to purchase, for the Purchase Price, that number of common shares of such corporation which at the time of the transaction would have a market value of twice the Purchase Price. In the event the Company is acquired in a merger or other business combination by an Acquiring Person or an associate or affiliate of an Acquiring Person that is not a publicly traded entity, or 50% or more of the Company's assets or assets representing 50% or more of the Company's revenues or cash flow are sold, leased, exchanged or otherwise transferred (in one or more transactions) to an Acquiring Person or an associate or affiliate of an Acquiring Person that is not a publicly traded entity, each Right will entitle its holder (subject to the next paragraph) to purchase, for the Purchase Price, at such holder's option, (i) that number of shares of the surviving corporation in the transaction with such entity (which surviving corporation could be the Company) which at the time of the transaction would have a book value of twice the Purchase Price, (ii) that number of shares of such entity which at the time of the transaction -4- would have a book value of twice the Purchase Price or (iii) if such entity has an affiliate which has publicly traded common shares, that number of common shares of such affiliate which at the time of the transaction would have a market value of twice the Purchase Price. Any Rights that are at any time beneficially owned by an Acquiring Person (or any affiliate or associate of an Acquiring Person) will be null and void and nontransferable and any holder of any such Right (including any purported transferee or subsequent holder) will be unable to exercise or transfer any such Right. At any time after a person or a group becomes an Acquiring Person, the Board of Directors of the Company may exchange all or part of the then outstanding Rights (other than Rights that have become null and void and nontransferable as described above) for consideration per Right consisting of one-half of the securities that otherwise would have been issuable to the holder of each Right upon exercise thereof. The Board of Directors of the Company may also, in substitution for shares of Common Stock, (i) pay cash, (ii) issue other equity securities or (iii) issue debt securities (or a combination thereof) having an aggregate market value equal to the value of the shares of Common Stock which otherwise would have been issuable, if, at such time, the Company does not have a sufficient number of shares of Common Stock issued but not outstanding or authorized but unissued. At any time prior to the earlier of (i) such time as a person becomes an Acquiring Person and (ii) the Expiration Date, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price (in cash or Common Stock or other securities of the Company deemed by the Board of Directors to be at least equivalent in value) of $.01 per Right, subject to adjustment as provided in the Rights Agreement (the "Redemption Price"). Immediately upon the action of the Board of Directors of the Company electing to redeem the Rights, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. After there is an Acquiring Person, the Board of Directors may elect to exchange each Right (other than Rights that shall have become null and void and nontransferable as described above) for consideration per Right consisting of one-half of the securities that would be issuable at such time upon the exercise of one Right pursuant to the terms of the Rights Agreement. Until a Right is exercised, the holder thereof, as -5- such, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends. At any time prior to the Distribution Date, the Company may, without the approval of any holder of the Rights, supplement or amend any provision of the Rights Agreement (including the date on which the Distribution Date shall occur or the time during which the Rights may be redeemed), except that no supplement or amendment shall be made which reduces the Redemption Price (other than pursuant to certain adjustments therein) or provides for an earlier Expiration Date. Notwithstanding the foregoing, upon consummation of the Merger, pursuant to and in accordance with the terms of the Merger Agreement, all Rights shall expire. The Rights have certain antitakeover effects. The Rights will cause substantial dilution when a person or group attempts to acquire the Company without conditioning the offer on substantially all the Rights being acquired. The Rights will not interfere with any merger or other business combination pursuant to certain all-cash tender offers for all outstanding Capital Shares or with a third party approved by the Board of Directors of the Company since the Board of Directors of the Company may, at its option, at any time prior to any person becoming an Acquiring Person, redeem all but not less than all of the then outstanding Rights at the Redemption Price. The Rights Agreement specifying the terms of the Rights and the form of Right Certificate (Exhibit A to the Rights Agreement) were filed as exhibits to the Company's Registration Statement on Form 8-A dated October 2, 1995. The Amendment to Rights Agreement is filed as an exhibit hereto. The foregoing description of the Rights does not purport to be complete and is qualified in its entirety by reference to such exhibits, which are incorporated herein by reference. -6- Item 2. Exhibits. --------- 1. Rights Agreement dated as of September 28, 1995, between Bailey Corporation and State Street Bank and Trust Company, as Rights Agent.* 2. Form of Right Certificate (Exhibit A to the Rights Agreement).* 3. Amendment to Rights Agreement, effective June 5, 1996, amending the Rights Agreement dated as of September 28, 1995, between Bailey Corporation and State Street Bank and Trust Company, as Rights Agent. - -------- * Incorporated by reference to the Company's Registration Statement on Form 8-A dated October 2, 1995. 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, thereunto duly authorized. BAILEY CORPORATION Dated: June 20, 1996 By: /s/ Roger R. Phillips ---------------------- Roger R. Phillips President and Chief Executive Officer EX-99.3 2 AMENDMENT TO RIGHTS AGREEMENT Exhibit 3 --------- AMENDMENT TO RIGHTS AGREEMENT AMENDMENT, effective as of June 5, 1996, to the Rights Agreement, dated as of September 28, 1995, between Bailey Corporation, a Delaware corporation (the "Company"), and State Street Bank and Trust Company, a Massachusetts trust company, as Rights Agent (the "Rights Agent') (the "Rights Agreement"). WHEREAS, the Company and the Rights Agent entered into the Rights Agreement specifying the terms of the Rights (as defined therein); and WHEREAS, the Company and the Rights Agent desire to amend the Right Agreement in accordance with Section 26 of the Rights Agreement; THEREFORE, in consideration of the premises and mutual agreements set forth in the Rights Agreement and this Amendment, the parties hereby agree as follows: 1. The definition of "Acquiring Person" in Section 1 is amended by adding at the end of said definition: None of Venture Holdings Trust, a Grantor Trust ("Parent"), Vemco Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Parent ("Purchaser") and their Affiliates shall be deemed to be an Acquiring Person by virtue of (x) execution of the Agreement and Plan of Merger, dated as of June 5, 1996 (the "Merger Agreement," which term shall include any amendments thereto) by and between the Company and Purchaser, (y) execution of the Tender and Option Agreement, dated as of June 5, 1996, by and between certain Stockholders of the Company and Purchaser (the "Tender and Option Agreement') or (z) the consummation of any of the transactions contemplated thereby, including, without limitation, the publication or other announcement of the Offer (as defined therein), the consummation of the Offer and Merger (as defined therein) or the purchase of shares of Common Stock by the Purchaser. 2. The first sentence of Section 3(b) is amended by adding the following at the end of said sentence: ; provided, however, that neither the execution nor the public announcement of (x) the Offer, (y) the Merger or (z) any transaction that results in the Parent, Purchaser or any of their Affiliates becoming the Beneficial Owner of shares equaling or exceeding the Ownership Threshold, shall constitute an event giving rise to a Distribution Date. 3. Section 7(a) is amended by adding the following at the end of said Section: Notwithstanding anything to the contrary contained in this Rights Agreement, none of the Offer and Tender and Option Agreement or the Merger shall constitute an event giving rise to any entitlement to exercise any Rights, or an event giving rise to any adjustment as described in Section 11 or Section 12 of this Rights Agreement. 4. Section 14(b) is amended by adding the following at the end of said Section: ; provided, however, that the provisions of this Section 14(b) are not applicable to limit, in any manner, consummation of the Offer, the Tender and Option Agreement or the Merger pursuant to, and in accordance with, the terms of the Merger Agreement. 5. Section 24 is amended by adding the following subsection (c) at the end of said Section: (c) Notwithstanding any other provision of this Rights Agreement, upon consummation of the Merger, pursuant to, and in accordance with, the terms of the Merger Agreement, all Rights shall expire. 6. The term "Rights Agreement" as used in the Rights Agreement shall be deemed to refer to the Rights Agreement as amended hereby. 7. The foregoing amendment shall be effective as of the date first above written, and, except as set forth herein, the Rights Agreement shall remain in full force and effect and shall be otherwise unaffected hereby. 8. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be dully executed as of the date first above written. BAILEY CORPORATION By: /s/ Roger R. Phillips --------------------------- Name: Roger R. Phillips Title: Chairman STATE STREET BANK & TRUST CO., as Rights Agent By: /s/ Vincent J. Quealy, Jr. ---------------------------- Name: Vincent J. Quealy, Jr. Title: Managing Director -----END PRIVACY-ENHANCED MESSAGE-----