-----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, FZYTsscjeXU8m/aS/IC3wdukPQBzfS7hlVq+T1lxFUrBI+KsISmDN0ce7cLzUnlP vAgCjVmX8OVBGZ1YucfYFw== 0000009342-96-000005.txt : 19960325 0000009342-96-000005.hdr.sgml : 19960325 ACCESSION NUMBER: 0000009342-96-000005 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960330 ITEM INFORMATION: Changes in control of registrant ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960322 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: BALDOR ELECTRIC CO CENTRAL INDEX KEY: 0000009342 STANDARD INDUSTRIAL CLASSIFICATION: MOTORS & GENERATORS [3621] IRS NUMBER: 430168840 STATE OF INCORPORATION: MO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07284 FILM NUMBER: 96537483 BUSINESS ADDRESS: STREET 1: 5711 R S BOREHAM JR ST STREET 2: P O BOX 2400 CITY: FORT SMITH STATE: AR ZIP: 72902-2400 BUSINESS PHONE: 5016464711 8-K 1 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) February 5, 1996 Baldor Electric Company ----------------------------------------------------- (Exact name of registrant as specified in its charter) Missouri 1-7284 43-0168840 - ---------------------------- ---------------- ---------------------------- (State or other jurisdiction (Commission File (IRS Employer Identification of incorporation) Number) No.) 5711 R.S. Boreham Jr St, Fort Smith, Arkansas 72902 --------------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (501) 646-4711 (Former name or former address, if changed since last report.) Item 5. Other Events. At a meeting held on February 5, 1996, the Board of Directors of Baldor Electric Company, a Missouri corporation (the "Company"), approved Amendment No. 1 (the "Amendment") to the Rights Agreement dated as of May 6, 1988, between the Company and Wachovia Bank of North Carolina, N.A., (formerly chartered under the name "Wachovia Bank and Trust Company, N.A."), as Rights Agent (the "Rights Agreement"). Unless otherwise defined herein, all capitalized terms used herein shall have the meanings given to them in the Rights Agreement. The Amendment amends and changes the provisions of Sections 7(a) and 7(b) of the Rights Agreement so that (i) the expiration date is changed from May 25, 1998 to May 25, 2008; and (ii) the Purchase Price is changed from $75.00 to $120.00. The Amendment also amends and changes the provisions of Section 9(a) of the Rights Agreement so that the Company no longer needs to reserve any Common Stock for issuance pursuant to the Rights Agreement until the Rights become exercisable. All of the above-mentioned changes are to be effective as of February 5, 1996. A copy of the Amendment is filed as Exhibit 4(i)(2) hereto and incorporated herein by reference. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment. Item 7. Financial Statements, Pro Forma Financial Statements, and Exhibits C. Exhibits 4 Instruments Defining the Rights of Security Holders, Including Indentures 4(i)(1) Rights Agreement dated as of May 6, 1988, between Baldor Electric Company, a Missouri corporation, and Wachovia Bank of North Carolina, N.A. (formerly chartered under the name "Wachovia Bank and Trust Company, N.A."), as Rights Agent (the "Rights Agreement"), which includes, as Exhibit A thereto, the form of Rights Certificate and as Exhibit B thereto, the Summary of Rights to Purchase Common Stock. The Rights Agreement was filed as Exhibit 1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on May 16, 1988 and subsequently refiled with the SEC on March 30, 1995 as Exhibit 4(i) to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1994 ("Fiscal 1994 10-K"). 4(i)(2) Amendment No. 1 to the Rights Agreement dated as of February 5, 1996. This document was filed as Exhibit 2 to the Company's Report on Form 8-A/A filed with the SEC on March 21, 1996, and is incorporated herein by reference. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized. BALDOR ELECTRIC COMPANY By: /s/ R.L. Qualls --------------- R. L. Qualls President and Chief Executive Officer Date: March 22, 1996 EXHIBIT INDEX These Exhibits are numbered in accordance with the Exhibit Table of Item 601 of Regulation S-K: Exhibit No. Description 1 Omitted -- Inapplicable. 2 Omitted -- Inapplicable. 4(i) (1) Rights Agreement, dated as of May 6, 1988, between Baldor Electric Company, a Missouri corporation, and Wachovia Bank of North Carolina, N.A. (formerly chartered under the name "Wachovia Bank and Trust Company, N.A."), as Rights Agent (the "Rights Agreement"), which includes, as Exhibit A thereto, the form of Rights Certificate and as Exhibit B thereto, the Summary of Rights to Purchase Common Stock. The Rights Agreement was originally filed as Exhibit 1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission ("SEC") on May 16, 1988 and subsequently refiled with the SEC on March 30, 1995 as Exhibit 4(i) to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1994 ("Fiscal 1994 10-K"). The Rights Agreement is incorporated herein by reference to Exhibit 4(i) of the Fiscal 1994 10-K. (2) Amendment No. 1 to the Rights Agreement dated as of February 5, 1996. This document was filed as Exhibit 2 to the Company's Current Report on Form 8-A/A filed with the Securities and Exchange Commission on March 21, 1996, and is incorporated herein by reference. 16 Omitted -- Inapplicable. 17 Omitted -- Inapplicable. 20 Omitted -- Inapplicable. 23 Omitted -- Inapplicable. 24 Omitted -- Inapplicable 27 Omitted -- Inapplicable. -----END PRIVACY-ENHANCED MESSAGE-----