0000950131-01-502504.txt : 20011018
0000950131-01-502504.hdr.sgml : 20011018
ACCESSION NUMBER: 0000950131-01-502504
CONFORMED SUBMISSION TYPE: 10-K/A
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20010331
FILED AS OF DATE: 20010730
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: EXIDE CORP
CENTRAL INDEX KEY: 0000813781
STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690]
IRS NUMBER: 230552730
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0331
FILING VALUES:
FORM TYPE: 10-K/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-11263
FILM NUMBER: 1692997
BUSINESS ADDRESS:
STREET 1: 645 PENN STREET
CITY: READING
STATE: PA
ZIP: 19601
BUSINESS PHONE: 6103780500
10-K/A
1
d10ka.txt
FORM 10-K/A
================================================================================
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K/A
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
for the fiscal year ended March 31, 2001
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
for the transition period from to .
COMMISSION FILE NUMBER 1-11263
EXIDE CORPORATION
(doing business as Exide Technologies)
(Exact name of registrant as specified in its charter)
DELAWARE 23-0552730
(State of Incorporation) (IRS Employer Identification No.)
210 Carnegie Center, Suite 500
Princeton, New Jersey 08540 (609) 919-4946
(Address of Principal Executive Offices, (Registrant's Telephone Number,
including Zip Code) Including Area Code)
Securities Registered Pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which Registered
------------------- -----------------------------------------
Common Stock, $.01 Par Value New York Stock Exchange
Preferred Share Purchase Rights New York Stock Exchange
Securities Registered Pursuant to Section 12(g) of the Act:
None.
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that it was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes [X] No [_]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [_]
The aggregate market value of the voting stock held by non-affiliates of the
Registrant as of June 27, 2001 was approximately $265,962,856. There were
25,450,991 outstanding shares of the Registrant's common stock as of June 27,
2001.
================================================================================
PART III
The Annual Report on Form 10-K of Exide Corporation (Exide or the
Registrant) filed with the Commission on June 29, 2001, incorporated Part III of
Form 10-K by reference from the Registrant's Proxy Statement for its 2001 Annual
Meeting of Shareholders. The Proxy Statement will not be filed within 120 days
of the Registrant's year-end, therefore, the information required by Part III of
Form 10-K for the year ended March 31, 2001 is included in this amendment.
ITEM 10. DIRECTORS OF THE REGISTRANT
The following table sets forth certain information with respect to
each nominee.
Name Age Principal Occupation and Directorships
------------------------ --- -----------------------------------------
Francois J. Castaing 56 Director of Exide since March 1999. Mr.
Castaing is President of Castaing &
Associates, an automotive industry
consulting firm. From December 1997 until
his retirement from Daimler Chrysler in
June 2000, Mr. Castaing was technical
advisor to the Chairman. From 1987 until
1997, Mr. Castaing held several executive
positions with Chrysler, including
Executive Vice President. Mr. Castaing is
also Chairman of the Detroit Science
Center.
Rodney L. Chadwick 55 Director of Exide since January 2001.
Prior to his resignation in March 2001,
Mr. Chadwick was Managing Director of
Australian-based Pacific Dunlop Limited,
a position held since 1996. Mr. Chadwick
is currently a director of Tormey
Investments Pty Ltd and National Vice
President of Australian Industry Group.
Mr. Chadwick also served as chairman of
the Population Policy Committee for the
Business Council of Australia where he
currently serves as a mediator.
John A. James 59 Director of Exide since March 1999. Mr.
James is Chairman of the Board and Chief
Executive Officer of the O-J Group, a
group of transportation-related companies
which he co-founded in 1971. O-J
Transport Company, an entity within the
O-J Group, filed for bankruptcy in
October 2000. Mr. James is the principal
owner of Magee Ford-Mercury, an entity
that filed for bankruptcy in December
1999. Mr. James is also a director of the
Hartford Development Foundation and a
member of the National Association of
Black Automotive Suppliers.
Robert A. Lutz 69 Chairman and Chief Executive Officer of
Exide since December 1998 and a member of
the Office of the Chairman since May
2000. Mr. Lutz also served as President
of Exide Corporation from December 1998
through May 2000. Mr. Lutz retired in
July 1998 as Vice Chairman of Chrysler.
Previously, Mr. Lutz was Chrysler's
President and Chief Operating Officer
responsible for its car and truck
operations worldwide. Mr. Lutz became
President of Chrysler in January 1991.
Mr. Lutz is also a director of Northrop
Grumman, Silicon Graphics and Kepner-
Tregoe. Mr. Lutz is also a co-founder of
the Cunningham Motor Company and is
assisting in product development.
Heinrich Meyr 60 Director of Exide since February 2001. A
researcher and entrepreneur in
communications technology, Dr. Meyr has
been a professor in electrical
engineering and the director of the
laboratory for integrated signal
processing systems at Germany's Aachen
University of Technology since 1977. Dr.
Meyr is also a director of ASCOM, a Swiss
telecommunications and electronics
company.
2
Name Age Principal Occupation and Directorships
------------------------ --- -----------------------------------------
Jody G. Miller 43 Director of Exide since December 1999.
Ms. Miller is a Venture Partner with
Maveron, LLC, a Seattle-based venture
capital firm, which she joined in
February 2000. Before joining Maveron,
from 1995 until January 1999, Ms. Miller
served in several senior executive
positions with Americast, a digital video
and interactive services partnership
between Ameritech, BellSouth, GTE, SBC,
SNET and the Walt Disney Company. While
at Americast, Ms. Miller served as Acting
President and Chief Operating Officer,
Executive Vice President and Senior Vice
President for Operations. During the
period between her tenures at Americast
and Maveron, Ms. Miller served as a
consultant. Prior to Americast, Ms.
Miller served in the White House as
special assistant to the President with
the Clinton Administration. Ms. Miller is
a member of the Board of Directors of the
National Campaign to Prevent Teenage
Pregnancy.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires Exide's directors, executive officers, and persons who own more than
ten percent of our equity securities, to file with the Securities and Exchange
Commission and the New York Stock Exchange initial reports of ownership and
reports of changes in ownership of such securities. Officers, directors and
greater than ten percent stockholders are required by applicable regulations to
furnish the Company with copies of all Section 16(a) forms they file.
To our knowledge, based solely on review of the copies of such reports
furnished to us and written representations that no other reports were required,
we believe that, except as set forth below, all Section 16(a) filing
requirements applicable to Exide's officers, directors and greater than ten
percent beneficial owners were complied with during the fiscal year ended March
31, 2001.
Pacific Dunlop, which owns more than ten percent of our common stock,
filed a Form 3 in December 2000, reporting its acquisition of 4 million shares
of common stock in 2000, after the date prescribed under Section 16(a) of the
Exchange Act.
3
ITEM 11. EXECUTIVE COMPENSATION
DIRECTOR COMPENSATION
Directors who are not officers or employees of Exide receive a
quarterly retainer fee of $8,000, plus $2,000 for each Board meeting the attend.
Committee members receive $1,200 for each Committee meeting they attend and
committee chairpersons receive $2,500 per quarter. Directors are also reimbursed
their expenses for attending each meeting of the Board or any committee.
Directors receive at least 50% of such fees in common stock. However, the amount
paid in our common stock may be increased if the director so desires. In
addition, each non-employee director receives 500 shares of common stock at each
annual meeting at which he or she is elected. Exide adopted a Non-Employee
Directors Deferred Fee Plan that went into effect as of January 1, 2001. This
plan permits Exide's non-employee directors to make an election for a voluntary
deferral of cash or stock-based compensation. All stock-based compensation which
is deferred under this plan is credited to a common stock equivalent account
maintained for each director who defers receipt of stock-based compensation. any
cash compensation which is deferred may be credited to a director's common stock
equivalent account or to one of the other investments choices offered under the
plan.
EXECUTIVE COMPENSATION
The following table sets forth the compensation for Exide's Chief
Executive Officer during fiscal 2001, 2000 and 1999, and the four most highly
compensated executive officers of the company, other than the Chief Executive
Officer, serving as executive officers at the end of fiscal 2001. The five
individuals identified in the Summary Compensation Table are referred to as the
"named executive officers" throughout this amendment.
Summary Compensation Table
Long Term Compensation
Annual Compensation Awards
---------------------------------------------- -----------------------------
Other Annual Securities Restricted All Other
Compensation Underlying Stock Compensation
Name and Principal Positions Fiscal Year Salary ($) Bonus($) ($) Options (#) Awards ($) ($) (2)
---------------------------- ----------- ------------- --------- ------------- ------------- --------------- ------------
Robert A. Lutz 2001 900,000 -- -- -- 543,150(1) 25,395
Chairman and Chief 2000 900,000 -- -- -- -- 21,470
Executive Officer 1999 300,000 -- -- 1,800,000 -- 3,360
Craig H. Muhlhauser (3) 2001 368,750 -- -- 405,000 -- 45,102
President and Chief 2000 -- -- -- -- --
Operating Officer 1999 -- -- -- -- -- --
Kevin R. Morano (4) 2001 394,294 -- -- 227,500 -- 18,674
Executive Vice President 2000 -- -- -- -- -- --
and Chief Financial Officer 1999 -- -- -- -- -- --
Jack J. Sosiak 2001 245,500 -- -- 20,000 -- 14,135
Executive Vice President 2000 220,000 -- -- 100,000 -- 9,310
Human Resources 1999 220,000 -- -- -- -- 9,569
John R. Van Zile 2001 250,000 -- -- 30,000 -- 9,296
Executive Vice 2000 190,417 -- -- 100,000 -- 8,878
President, General 1999 160,000 30,000 -- -- -- 6,583
Counsel and Secretary
__________
(1) Mr. Lutz was awarded 60,000 shares of restricted stock on September 29,
2000, which had a value of $491,400 as of March 31, 2001. Dividends will be
paid on these shares and the shares will vest in three equal annual
installments beginning September 29, 2001.
(2) Messrs. Muhlhauser and Morano were reimbursed $35,802 and $6,959,
respectively, for relocation expenses. This column also includes payments
for life insurance and for calendar 2000 accrued contributions for the Exide
Salaried Retirement Plan and the Exide 401(k) Plan as follows.
Retirement
Life Plan and 401(k)
Insurance Payments Contributions
------------------ -------------------
Mr. Lutz $ 13,145 $ 12,250
Mr. Muhlhauser $ 800 $ 8,500
Mr. Morano $ 965 $ 10,750
Mr. Sosiak $ 1,118 $ 13,017
Mr. Van Zile $ 796 $ 8,500
(3) Mr. Muhlhauser was appointed Exide's President and Chief Operating Officer
effective as of July 2000.
(4) Mr. Morano was appointed Exide's Executive Vice President and Chief
Financial Officer in May 2000.
4
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION
VALUES
The following table contains information relating to the exercise of stock
options by the named executive officers in fiscal 2001, as well as the number
and value of their unexercised options as of March 31, 2001.
Value Number of Securities Value of Unexercised
Shares Acquired Realized Underlying Unexercised In-the-Money Options
Name on Exercise (#) ($) Options at FY-End (#) at FY-End ($)
-------------------------------------------- ------------ --------------------------- ---------------------------
Exercisable/Unexercisable Exercisable/Unexercisable
--------------------------- ---------------------------
Robert A. Lutz -- -- 1,200,000/600,000 /
Craig H. Muhlhauser -- -- 0/405,000 /60,000
Kevin R. Morano -- -- 0/227,500 /
Jack J. Sosiak -- -- 36,600/115,400 /
John R. Van Zile -- -- 19,000/121,000 /
OPTION GRANTS IN LAST FISCAL YEAR
The following table contains information relating to the stock option grants
made in fiscal 2001 to the named executive officers.
Potential Realizable
Value at Assumed Annual
Number of % of Total Rates of
Securities Options Stock Price Appreciation
Underlying Granted to Exercise or for Option Term ($)
Option Employees in Base Price ------------------------
Name Granted (#) Fiscal Year ($/Sh.) Expiration Date 5% 10%
------------------------- ----------- ------------ ----------- --------------- ------------------------
Robert A. Lutz -- -- -- -- -- --
Craig H. Muhlhauser 105,000 5.6 9.0625 9/29/10 598,433 1,516,546
300,000 16.0 8.0000 7/01/10 1,509,347 3,824,982
Kevin R. Morano 77,500 4.1 9.0625 9/29/10 441,700 1,119,355
150,000 8.0 8.2500 5/22/10 778,257 1,972,256
Jack J. Sosiak 20,000 1.1 9.0625 9/29/10 113,987 298,866
John R. Van Zile 30,000 1.6 9.0625 9/29/10 170,981 433,299
SELECTIVE EXECUTIVE RETIREMENT PLAN
The Exide Technologies Selective Executive Retirement Plan ("SERP") is a non-
qualified defined benefit retirement plan. Participants vest in a SERP benefit
in the later of the date they turn 59 and one half and the date of completion of
10 years of service. The named executive officers receive 25% of their highest
annual base salary in the five years preceding their termination. The benefit
amount is independent of years of service at retirement in excess of 10 years.
Benefits are determined using base salary. Bonus or incentive payments are not
included in the benefit calculation.
The table below shows the annual pensions payable from the SERP for various
levels of base pay. These amounts are payable as a 10 year certain only annuity.
These amounts are in addition to those that may be received from other
retirement plans sponsored by Exide and from Social Security.
Remuneration Benefit
------------ -------
$300,000 $ 75,000
$400,000 $100,000
$500,000 $125,000
$600,000 $150,000
$700,000 $175,000
$800,000 $200,000
$900,000 $225,000
5
EXECUTIVE EMPLOYMENT AGREEMENT
Upon joining Exide, Mr. Lutz entered into an employment agreement. This
agreement was recently amended and restated. Under the agreement, he is paid a
salary of at least $900,000 per year and may receive a bonus of up to 150% of
his salary as determined by our Board. The term of the agreement is through
December 1, 2003 and it may be terminated by Mr. Lutz at any time, for or
without good reason, or by Exide at any time, for or without cause.
If Mr. Lutz's employment is terminated by reason of death or disability, or by
Exide for cause, or by Mr. Lutz without good reason, he will receive any unpaid
salary, bonus or reimbursed expenses through the date of termination but no
other payments or benefits. If Mr. Lutz's employment is terminated by Exide
other than for cause or by reason of death or disability, or by Mr. Lutz with
good reason, then he will receive in addition to any unpaid salary, bonus or
reimbursed expenses, (i) a cash lump sum equal to the salary he would have
received through December 1, 2003; (ii) an average of his annual bonus from the
three most recent fiscal years multiplied by the number of years and partial
years remaining in the employment term; and (iii) life, disability, accident and
health insurance benefits until December 1, 2003 at the same cost as such
benefits were previously provided to him.
If Mr. Lutz is entitled to payments or benefits under his change in control
agreement (see a description of this agreement below), he will not be entitled
to any payments or benefits under his employment agreement. Exide has agreed to
indemnify Mr. Lutz during and following the employment period for any acts or
omissions performed in the course of his employment. Mr. Lutz has agreed not to
compete with us for one year after the termination of his employment.
CHANGE IN CONTROL ARRANGEMENTS
Each of our named executive officers entered into a change in control
agreement with Exide on May 15, 2001. The change in control agreements continue
in effect until December 31, 2003; provided, however, that on January 1, 2002
(and each January 1 thereafter) the term of each agreement will be automatically
extended for an additional year unless notice is given by September 30 of the
preceding year not to extend the term. In addition, if a change in control
occurs during the term of an agreement, the term of such agreement may not
expire earlier than twenty-four months from the date of such change in control.
In order to receive benefits under the change in control agreement, a named
executive officer must incur a qualifying termination of employment during the
term of the agreement. A qualifying termination of employment will occur if the
named executive officer's employment is terminated following a change in control
by (i) Exide other than for cause or by reason of death or disability, or (ii)
the named executive officer for good reason at any time or without good reason
during the one-month period commencing on the first anniversary of the change in
control. In addition, a qualifying termination of employment will also occur
prior to a change in control if the named executive officer's employment is
terminated at the request of an entity with which Exide has entered into an
agreement the consummation of which would constitute a change in control or the
named executive officer terminates his employment for good reason as a result of
action taken at the request or direction of such entity.
If a named executive officer incurs a qualifying termination of employment, he
will be entitled to, among other things, (i) a lump sum cash payment equal to
three times his base salary as of the date of termination (or if higher, as of
immediately prior to the occurrence of an event or circumstance constituting
good reason); (ii) a lump sum cash payment equal to three times his target
annual bonus under any annual bonus or incentive plan maintained by Exide in the
fiscal year in which occurs the date of termination (or if higher, in respect of
the fiscal year in which occurs the change in control); (iii) life, disability,
health, dental, and accidental insurance benefits for thirty-six months (or if
shorter, until similar benefits are provided by a new employer); and (iv) a lump
sum payment reflecting the actuarial value of an additional thirty-six months of
service credit for retirement pension accrual purposes under any defined benefit
pension plans maintained by Exide. The named executive officers will also be
entitled to receive additional payments to the extent necessary to compensate
them for any excise taxes payable by them under the federal laws applicable to
excess parachute payments.
6
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table shows, as of June 22, 2001, information regarding
beneficial ownership of common stock by Exide's directors and executive officers
and by each person and entity that, to the knowledge of Exide, beneficially owns
more than five percent of Exide common stock. Except as indicated in the notes
to the table, the holders listed below have sole voting power and investment
power over the shares beneficially held by them. Except as otherwise indicated,
the address of each person listed below is the address of Exide.
Number of Shares Beneficially Owned
---------------------------------------
Beneficial Owner Number Percent(1)
---------------- ------------ -----------------------
Executive Officers and Directors
Robert A. Lutz (2) 1,503,039 5.6%
Craig H. Muhlhauser (3) 103,309 *
Kevin R. Morano (4) 101,727 *
Jack J. Sosiak (5) 92,466 *
John R. Van Zile (6) 55,391 *
Francois J. Castaing 17,047 *
Rodney L. Chadwick (7) 3,500 *
John A. James (8) 11,569 *
Heinrich Meyr 262 *
Jody G. Miller (9) 6,623 *
All executive officers and directors as a group (10 persons) 1,894,933 7.0%
Five Percent or Greater Shareholders
State of Wisconsin Investment Board (10) 4,235,000 16.6%
Pacific Dunlop Holdings (USA) Inc. (11) 4,000,000 15.7%
Shapiro Capital Management Company, Inc (12) 3,194,668 12.6%
Loomis, Sayles & Co., L.P. (13) 2,372,494 8.5%
Dimensional Fund Advisors (14) 1,631,880 6.4%
David L. Babson and Company Incorporated (15) 1,413,300 5.6%
__________
*Less than 1%.
(1) Based on 25,450,991 shares of common stock outstanding on June 22, 2001.
(2) Represents 182,347 shares owned directly, 82,500 in trust, 2,250 which are
beneficially owned by Mr. Lutz's spouse, and 1,235,942 currently
exercisable options to purchase common stock. Mr. Lutz also holds options
to purchase 600,000 shares of common stock that are not currently
exercisable.
(3) Includes currently exercisable options to purchase 95,966 shares of common
stock. Mr. Muhlhauser also holds options to purchase 330,000 shares of
common stock that are not currently exercisable.
(4) Includes currently exercisable options to purchase 51,727 shares of common
stock. Mr. Morano also holds options to purchase 190,000 shares of common
stock that are not currently exercisable.
(5) Includes currently exercisable options to purchase 40,993 shares of common
stock. Mr. Sosiak also holds options to purchase 115,400 shares of common
stock that are not currently exercisable.
(6) Includes currently exercisable options to purchase 24,391 shares of common
stock. Mr. Van Zile also holds options to purchase 121,000 shares of common
stock that are not currently exercisable.
(7) Represents shares held indirectly by Tormey Investments Pty Ltd.
(8) In addition, under the Exide Corporation Non-Employee Directors Deferred
Fee Plan, Mr. James holds 1,915 common stock equivalents.
(9) In addition, under the Exide Corporation Non-Employee Directors Deferred
Fee Plan, Ms. Miller holds 2,159 common stock equivalents.
(10) Based solely on a Schedule 13G/A filed on February 9, 2001. State of
Wisconsin Investment Board's address is P.O. Box 7842, Madison, Wisconsin
53707.
(11) Based solely on a Schedule 13D filed on October 10, 2000. Pacific Dunlop
Holdings (USA) Inc.'s address is 6121 Lakeside Drive, Suite 200, Reno,
Nevada 89511.
(12) Based solely on a Schedule 13G/A filed on June 11, 2001. Shapiro Capital
Management Company, Inc.'s address is 3060 Peachtree Road, N.W., Atlanta,
Georgia 30305.
(13) Based solely on a Schedule 13G filed on February 12, 2001, Loomis, Sayles
has sole voting power with respect to 2,144,509 shares and sole dispositive
power with respect to all of the 2,372,494 shares. Loomis, Sayles has
advised us that its beneficial ownership is based solely on its ownership
of our 2.90% Convertible Senior Subordinated Notes due 2005. Loomis,
Sayles' address is One Financial Center, Boston, Massachusetts 02111.
(14) Based solely on a Schedule 13G filed on February 2, 2001. Dimensional Fund
Advisors' address is 1299 Ocean Avenue, 11th Floor, Santa Monica,
California 90401.
7
(15) Based solely on a Schedule 13G/A filed on January 24, 2001. David L.
Babson's address is One Memorial Drive, Cambridge, Massachusetts 02142-
1300.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
GNB BATTERY BUSINESS ACQUISITION
On September 29, 2000, Exide acquired the global battery business of
Pacific Dunlop Holdings (USA), Inc., hereinafter referred to as Pacific Dunlop,
including its subsidiary GNB Technologies, Inc. As consideration for the
acquisition, Exide paid approximately $379 million (including $344 million in
cash and four million shares of Exide common stock plus assumed liabilities).
Pacific Dunlop now holds approximately 16 percent of the currently outstanding
shares of Exide common stock.
REGISTRATION RIGHTS AND STANDSTILL AGREEMENT
Pursuant to a Registration Rights and Standstill Agreement dated September
29, 2000, Exide granted certain registration rights to Pacific Dunlop. Exide is
required to file, so long as Pacific Dunlop continues to hold at least five
percent of outstanding Exide common stock, upon Pacific Dunlop's request, and in
accordance with certain limitations, registration statements with the SEC for
sale in an underwritten public offering, such amount of common stock specified
by Pacific Dunlop in its request.
Should Exide determine that it is advisable to file a registration
statement with the SEC for an offering of common stock or any security
convertible into or exchangeable for common stock, then, subject to certain
limitations, Pacific Dunlop is entitled to notice from Exide with regard to such
a proposal. If Pacific Dunlop so requests, Exide is required to include such
number of shares requested by Pacific Dunlop to be included in the registration
statement unless Pacific Dunlop's request fails to meet certain requirements set
forth in the agreement. Additionally, should Exide provide any other holders of
common stock or holders of any Exide security that is convertible into or
exchangeable for Exide common stock, more favorable rights than those rights
provided Pacific Dunlop in the agreement, the agreement is deemed amended as
necessary to provide Pacific Dunlop with similar rights as those granted to such
other stockholders.
The agreement provides that until September 29, 2003 Pacific Dunlop may not
take certain actions without the consent of Exide, including, without
limitation, the following: Pacific Dunlop may not (1) publicly state that it
wishes to acquire or offer or agree to acquire, directly or indirectly,
beneficial ownership of any of our equity securities; (2) solicit, or assist or
encourage any person to solicit consents or proxies to vote any of our equity
securities, other than as set forth in the agreement with regard to its own
shares; and (3) solicit, or assist or encourage any person to solicit consents
or proxies to vote any of our equity securities. Pacific Dunlop is also
restricted until September 29, 2003 from transferring its shares, other than in
certain cases, as set forth in the agreement.
The agreement also requires that until September 29, 2003 Pacific Dunlop
attend in person or appoint a proxy to vote its shares in the same proportion as
all other Exide common stock votes on any matter to be voted upon at any meeting
of Exide stockholders, except where such matter relates to the removal of any
director designated by Pacific Dunlop, in which case, Pacific Dunlop may vote
against such removal without regard to other votes. Pacific Dunlop has not
designated any member of our Board.
8
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized on July 30, 2001.
EXIDE CORPORATION
/s/ Robert A. Lutz
--------------------------------------------
By: Robert A. Lutz
Its: Chairman and Chief Executive Officer
/s/ Kevin R. Morano
--------------------------------------------
By: Kevin R. Morano
Its: Executive Vice President and
Chief Financial Officer
9