-----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, KbkmOJc8lxb75vZ2AZHvtNMjJK6KfYVnCCdIMXnZmKioYst5OqX1DtPqoPfq7vB1 NNvplPHSS1np7QspKkNq3g== 0001017062-97-000416.txt : 19970317 0001017062-97-000416.hdr.sgml : 19970317 ACCESSION NUMBER: 0001017062-97-000416 CONFORMED SUBMISSION TYPE: 8-A12B/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970314 SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROHR INC CENTRAL INDEX KEY: 0000084801 STANDARD INDUSTRIAL CLASSIFICATION: AIRCRAFT PART & AUXILIARY EQUIPMENT, NEC [3728] IRS NUMBER: 951607455 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 8-A12B/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-06101 FILM NUMBER: 97556705 BUSINESS ADDRESS: STREET 1: 850 LAGOON DRIVE CITY: CHULA VISTA STATE: CA ZIP: 91910 BUSINESS PHONE: 6196914111 MAIL ADDRESS: STREET 1: PO BOX 878 CITY: CHULA VISTA STATE: CA ZIP: 91912 FORMER COMPANY: FORMER CONFORMED NAME: ROHR INDUSTRIES INC DATE OF NAME CHANGE: 19911219 FORMER COMPANY: FORMER CONFORMED NAME: ROHR CORP DATE OF NAME CHANGE: 19711220 FORMER COMPANY: FORMER CONFORMED NAME: ROHR AIRCRAFT CORP DATE OF NAME CHANGE: 19710317 8-A12B/A 1 AMENDMENT #2 TO REGISTRATION STATEMENT ON FORM 8-A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A12B/A AMENDMENT TO APPLICATION OR REPORT FILED PURSUANT TO SECTION 12, 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ROHR, INC. -------------------------------------------------- (Exact name of registrant as specified in charter) AMENDMENT NO. 2 TO REGISTRATION STATEMENT ON FORM 8-A The Rights Agreement dated as of August 15, 1986, by and between Rohr, Inc., (formerly Rohr Industries, Inc.), a Delaware corporation (the "Company"), and The First National Bank of Chicago, as Rights Agent (the "Original Agreement"), was amended and restated as of April 6, 1990, (the "Amended Agreement") in order (1) to provide for the distribution of the Rights upon (i) the acquisition by an Acquiring Person (as defined in the Amended Agreement) of 15% or more (as compared to 20% or more in the Original Agreement) of the Company's outstanding voting shares, or (ii) the public announcement of a tender offer for 15% or more (as compared to 30% or more in the Original Agreement) of the Company's outstanding voting shares and (2) to permit shareholders of the Company (excluding any Acquiring Person) to acquire shares of the Company (or of an acquiring company) at a discount upon the acquisition by an Acquiring Person of 15% or more (as compared to 40% or more in the Original Agreement) of the Company's outstanding voting shares. The undersigned registrant hereby amends the following items, financial statements, exhibits or other portions of its Registration Statement on Form 8-A dated August 15, 1986, as amended by the Amended Agreement, as of April 6, 1990, as set forth in the pages attached hereto: Item 1. Description of Securities To Be Registered The Amended Agreement was amended by Amendment No. 1 thereto, dated February 22, 1996, in order (i) to provide an exception to the definition of "Acquiring Person" in Section 1(a) to wit: "J.P. Morgan & Co., Incorporated, for so long as the number of voting Shares Beneficially Owned by it does not exceed 3,899,156;" 1 (ii) to add the following sentence at the end of Section 3(a): "Notwithstanding the foregoing, no Distribution Date shall be deemed to have occurred by reason of the public announcement (including the public announcement prior to the date hereof) that J. P. Morgan & Co., Incorporated, has acquired Beneficial Ownership of Voting Shares not exceeding 3,899,156 in number;" (iii) to provide that the definition of "Final Expiration Date" in Section 7(b) shall be changed to August 25, 1999 (as compared to August 25, 1996, in the Amended Agreement); and (iv) to add the following paragraph (c) at the end of Section 28: "(c) Prior to the Final Expiration Date, not less frequently than every three years, the Company shall provide for holders of Voting Shares to vote, on an advisory basis, on the question of whether the Final Expiration Date should be extended or whether the Agreement should be allowed to expire in accordance with its terms. Any such vote shall be nonbinding, shall be solely for consideration by the Board of Directors, and shall have no legal effect whatsoever." Item 2. Exhibits 1. Amended and Restated Rights Agreement, dated as of April 6, 1990, by and between Rohr Inc., formerly Rohr Industries, Inc., and The First National Bank of Chicago. 2. Amendment No. 1, dated February 22, 1996, to Amended and Restated Rights Agreement, dated as of April 6, 1990, by and between Rohr, Inc., formerly Rohr Industries, Inc., and The First National Bank of Chicago. SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized. ROHR, INC. Date: March 14, 1997 By: /s/ WILLIAM BILLINGSLEA, JR. ----------------------------- William Billingslea, Jr. Corporate Counsel and Assistant Secretary 2 EXHIBIT INDEX -------------
Sequentially Numbered Exhibit No. Page - ---------- ------------ 1. Amended and Restated Rights Agreement, dated - as of April 6, 1990, by and between Rohr, Inc., formerly Rohr Industries, Inc., and The First National Bank of Chicago, incorporated herein by reference to Item 7 on Form 8-K dated as of April 6, 1990. 2. Amendment No. 1, dated February 22, 1996, 4-5 to Amended and Restated Rights Agreement, dated as of April 6, 1990, by and between Rohr, Inc., formerly Rohr Industries, Inc., and The First National Bank of Chicago.
___________________________________________________ 3 EXHIBIT 2 ROHR, INC. (FORMERLY ROHR INDUSTRIES, INC.) and THE FIRST NATIONAL BANK OF CHICAGO Rights Agent AMENDMENT NO. 1 to AMENDED AND RESTATED RIGHTS AGREEMENT Dated as of April 6, 1990 February 22, 1996 The undersigned do hereby amend the Amended and Restated Rights Agreement dated as of April 6, 1990, by and between Rohr, Inc., formerly Rohr Industries, Inc., a Delaware Corporation, and The First National Bank of Chicago, a national banking association (the "Rights Agent"), as set forth herein. Capitalized terms used herein which are defined in the Agreement are intended to have the meanings set forth therein. 1. The following exception (iii) shall be added to the definition of "Acquiring Person" in Section 1(a), at the end of the first sentence thereof: "(iii) J. P. Morgan & Co., Incorporated, for so long as the number of voting Shares Beneficially Owned by it does not exceed 3,899,156." 2. The following sentence shall be added at the end of Section 3(a): "Notwithstanding the foregoing, no Distribution Date shall be deemed to have occurred by reason of the public announcement (including the public announcement prior to the date hereof) that J. P. Morgan & Co., Incorporated, has acquired Beneficial Ownership of Voting Shares not exceeding 3,899,156 in number." 3. The definition of "Final Expiration Date" in Section 7(b) shall be changed to August 25, 1999. 4. The following paragraph (c) shall be added at the end of Section 28: "(c) Prior to the Final Expiration Date, not less frequently than every three years, the Company shall provide for holders of Voting Shares to vote, on an advisory basis, on the question of whether the Final Expiration Date should 4 be extended or whether the Agreement should be allowed to expire in accordance with its terms. Any such vote shall be nonbinding, shall be solely for consideration by the Board of Directors, and shall have no legal effect whatsoever." IN WITNESS WHEREOF, the parties hereto have caused this amendment to be duly executed and their respective corporate seals to be hereunto affixed and attested, all as of the day and year first above written. ATTEST ROHR, INC. (FORMERLY ROHR INDUSTRIES, INC.) By: /s/ WILLIAM BILLINGSLEA, JR. By: /s/ RICHARD W. MADSEN -------------------------------- --------------------------- Name: William Billingslea, Jr. Name: Richard W. Madsen Title: Corporate Counsel and Title: Vice President, General Assistant Secretary Counsel and Secretary ATTEST THE FIRST NATIONAL BANK OF CHICAGO By: /s/ THOMAS A. FERRARI By: /s/ KEVIN J. LAURITA -------------------------------- ---------------------------- Name: Thomas A. Ferrari Name: Kevin J. Laurita Title: Vice President Title: Assistant Vice President 5 -----END PRIVACY-ENHANCED MESSAGE-----