Download SECURITIES AND EXCHANGE COMMISSION Washington, DC

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-A12G
For Registration of Certain Classes of Securities Pursuant to
Section 12(b) or 12(g) of the Securities Exchange Act of 1934
PENTAIR, INC.
(Exact Name of Registrant as specified in Its Charter)
MINNESOTA
(State of Incorporation
or Organization)
41-0907434
(I.R.S. Employer
Identification No.)
1500 County Road B2 West, St. Paul, Minnesota
(Address of Principal Executive Offices)
55113-3105
(Zip Code)
If this Form relates to the registration of a class of debt
securities and is effective upon filing pursuant to General
Instruction A(c)(1) please check the following box.
If this Form relates to the registration of a class of debt
securities and is to become effective simultaneously with the
effectiveness of a concurrent registration statement under the
Securities Act of 1933 pursuant to General Instruction A(c)(2)
please check the following box.
Securities to be registered pursuant to Section 12(b) of the
Act:
Title of Each Class
to be so Registered
None
Name of Each Exchange on Which
Each Class is to be Registered
None
Securities to be registered pursuant to Section 12(g) of the
Act:
Rights
(Title of Class)
Item 1.
Description of Securities to be Registered.
On July 21, 1995, the Board of Directors of Pentair, Inc. (the
"Company") declared a dividend of one common share
purchase right (a "Right") for each outstanding share of
common stock, par value $.16-2/3 per share (the "Common
Shares"), of the Company. The dividend is effective July 31,
1995 for shareholders of record on such date (the "Record
Date"). Each Right entitles the registered holder to purchase
from the Company one Common Share at a price of $160.00
per Common Share, subject to adjustment (the "Purchase
Price"). The description and terms of the Rights are set forth
in a Rights Agreement (the "Rights Agreement") between the
Company and Norwest Bank Minnesota, National Association,
as Rights Agent (the "Rights Agent").
Until the earlier to occur of (i) 10 days following a public
announcement that a person or group of affiliated or
associated persons (other than the Company, a subsidiary of
the Companyor an employee benefit plan of the Company or a
subsidiary) (an "Acquiring Person") has acquired beneficial
ownership of 15% or more of the outstanding Common Shares
(the "Shares Acquisition Date") or (ii) 10 business days (or
such later date as may be determined by action of the
Company's Board of Directors prior to such time as any person
becomes an Acquiring Person) following the commencement
of, or announcement of an intention to make, a tender offer or
exchange offer the consummation of which would result in the
beneficial ownership by a person or group (other than the
Company, a subsidiary of the Company or an employee benefit
plan of the Company or a subsidiary) of 15% or more of such
outstanding Common Shares (the earlier of such dates being
called the "Distribution Date"), the Rights will be evidenced,
with respect to any of the Common Share certificates
outstanding as of the Record Date, by such Common Share
certificate.
The Rights Agreement provides that, until the Distribution
Date, the Rights will be transferred with and only with the
Common Shares. Until the Distribution Date (or earlier
redemption or expiration of the Rights), new Common Share
certificates issued after the Record Date, upon transfer or new
issuance of Common Shares, will contain a notation
incorporating the Rights Agreement by reference. Until the
Distribution Date (or earlier redemption or expiration of the
Rights), the surrender for transfer of any certificates for
Common Shares, outstanding as of the Record Date, even
without such notation, will also constitute the transfer of the
Rights associated with the Common Shares represented by
such certificate. As soon as practicable following the
Distribution Date, separate certificates evidencing the Rights
("Right Certificates") will be mailed to holders of record of the
Common Shares as of the close of business on the Distribution
Date and such separate Right Certificates alone will evidence
the Rights.
The Rights are not exercisable until the Distribution Date. The
Rights will expire on July 31, 2005 (the "Final Expiration
Date"), unless the Rights are earlier redeemed or exchanged by
the Company, in each case, as described below.
The Purchase Price payable, and the number of Common
Shares or other securities or property issuable, upon exercise
of the Rights are subject to adjustment from time to time to
prevent dilution (i) in the event of a stock dividend on, or a
subdivision, combination or reclassification of, the Common
Shares, (ii) upon the grant to holders of the Common Shares of
certain rights or warrants to subscribe for or purchase
Common Shares at a price, or securities convertible into
Common Shares with a conversion price, less than the then
current market price of the Common Shares or (iii) upon the
distribution to holders of the Common Shares of evidences of
indebtedness or assets (excluding regular quarterly cash
dividends or dividends payable in Common Shares) or of
subscription rights or warrants (other than those referred to
above).
With certain exceptions, no adjustment in the Purchase Price
will be required until cumulative adjustments require an
adjustment of at least 1% in such Purchase Price. No
fractional shares will be issued. In lieu thereof, an adjustment
in cash will be made based on the market price of the Common
Shares on the last trading day prior to the date of exercise.
The Purchase Price is payable by certified check, cashier's
check, bank draft or money order or, if so provided by the
Company, the Purchase Price following the occurrence of a
Flip-In Event (as defined below) and until the first occurrence
of a Flip-Over Event (as defined below) may be paid in
Common Shares having an equivalent value.
In the event that any person becomes an Acquiring Person (a
"Flip-In Event"), the holders of Rights will thereafter have the
right to receive upon exercise that number of Common Shares
(or, in certain circumstances cash, property or other securities
of the Company or a reduction in the Purchase Price) having a
market value of two times the then current Purchase Price.
Notwithstanding any of the foregoing, following the
occurrence of a Flip-In Event all Rights will be null and void to
the extent they are, or (under certain circumstances specified
in the Rights Agreement) were, or subsequently become
beneficially owned by an Acquiring Person, related persons and
transferees.
In the event that, at any time following the Shares Acquisition
Date, (i) the Company is acquired in a merger or other business
combination transaction or (ii) 50% or more of its consolidated
assets or earning power are sold (the events described in
clauses (i) and (ii) are herein referred to as "Flip-Over Events"),
proper provision will be made so that the holders of Rights will
thereafter have the right to receive, upon the exercise thereof
at the then current Purchase Price, that number of shares of
common stock of the acquiring company which at the time of
such transaction will have a market value of two times the
then current Purchase Price.
At any time after a person becomes an Acquiring Person and
prior to the acquisition by such Acquiring Person of 50% or
more of the outstanding Common Shares, the Board of
Directors of the Company may exchange the Rights (other than
Rights owned by such Acquiring Person which have become
void), in whole or in part, at an exchange ratio of one Common
Share (or of a share of a class or series of the Company's
preferred stock having equivalent rights, preferences and
privileges) per Right (subject to adjustment).
At any time prior to the close of business on the tenth day
following the Shares Acquisition Date, the Board of Directors
of the Company may redeem the Rights in whole, but not in
part, at a price of $.01 per Right (the "Redemption Price").
The redemption of the Rights may be made effective at such
time, on such basis and with such conditions as the Board of
Directors in its sole discretion may establish. Immediately
upon any redemption of the Rights, the right to exercise the
Rights will terminate and the only right of the holders of Rights
will be to receive the Redemption Price.
Other than the Redemption Price, the Purchase Price and the
Final Expiration Date, the terms of the Rights may be amended
by the Board of Directors of the Company without the consent
of the holders of the Rights, including an amendment to lower
the threshold for exercisability of the Rights from 15% to
10%, with appropriate exceptions for any person then
beneficially owning a percentage of the number of Common
Shares then outstanding equal to or in excess of the new
threshold, except that from and after the Distribution Date no
such amendment may adversely affect the interests of the
holders of the Rights.
Until a Right is exercised, the holder thereof, as such, will have
no rights as a shareholder of the Company, including, without
limitation, the right to vote or to receive dividends.
A copy of the Rights Agreement has been filed with the
Securities and Exchange Commission as an Exhibit to the
Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1995, previously filed with the Commission on
August 11, 1995. A copy of the Rights Agreement is available
free of charge from the Company. This summary description
of the Rights does not purport to be complete and is qualified
in its entirety by reference to the Rights Agreement, which is
hereby incorporated herein by reference.
Item 2.
Exhibits.
1.
Rights Agreement dated as of July 21, 1995, between
Pentair and Norwest Bank Minnesota, National Association
(Incorporated by reference to Exhibit 4.1 to Registrant's
Quarterly Report on Form 10-Q for the quarter ended June 30,
1995.)
2.
Press Release, dated July 21, 1995.
3.
Letter to holders of Pentair, Inc. Common Stock, dated
July 26, 1995, which includes an attachment entitled Pentair,
Inc. Summary of Rights to Purchase Common Shares.
SIGNATURES
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, thereto duly authorized.
PENTAIR, INC.
By: David D. Harrison
Senior Vice President, Chief Financial Officer
Dated:
August 22, 1995
EXHIBIT INDEX
Exhibit Number
1
Rights Agreement, dated July 21, 1995
between Pentair, Inc. and Norwest Bank Minnesota,
National Association (Incorporated by Reference to
Registrant's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1995.)
2
Press Release, dated July 21, 1995.
3
Letter to the holders of Pentair, Inc. Common
Stock, dated July 26, 1995, which includes
an attachment entitled Pentair, Inc. Summary
of Rights to Purchase Common Shares.
EXHIBIT 2
PENTAIR, INC. NEWS RELEASE
July 21, 1995
PENTAIR REDEEMS OUTSTANDING RIGHTS AND DECLARES DIVIDEND
DISTRIBUTION OF NEW COMMON SHARE PURCHASE RIGHTS
ST. PAUL, MINNESOTA - - July 21, 1995 - - Pentair, Inc.
(NASDAQ/NMS:PNTA), the St. Paul based diversified manufacturer, today
announced its board of directors, at a regularly scheduled meeting held today,
adopted a new Shareholder Rights Plan, and authorized issuance of one new
Common Share Purchase Right on each outstanding share of the Company's
Common Stock. In addition, the board voted to redeem the Company's existing
Common Share Purchase Rights.
The redemption of the old Rights and the issuance of the new rights will be
made to shareholders of record at the close of business on July 31, 1995. A
redemption payment for the old Rights of $.0303 per share will be paid to
shareholders of record at the close of business on that date, in addition to the
regular quarterly dividend.
The new Rights are designed to provide meaningful protection against abusive
takeover tactics such as partial tender offers, selective open-market purchases
and offers for all the shares of the Company made at less than full value or at
an inappropriate time. The new Rights are intended to assure that the board of
directors has the continued ability to protect shareholders and the Company if
efforts are made to gain control of the Company in a manner that is not in the
best interests of the company and all of its shareholders. The new rights are
not being distributed in response to any specific effort to acquire control of
the company, and the board is not aware of any such effort.
The new Rights will be exercisable only if a person or group acquires 15
percent or more of the Company's Common Stock or announces a tender offer,
consummation of which would result in ownership be a person or group of 15
percent or more of the Common Stock. Each Right will initially entitle
shareholders to buy one share of the Company's Common Stock at an exercise
price of $160.00 per share, subject to adjustment. If any person has become a
15 percent or more shareholder of the Company, each Right will entitle its
holder to purchase, at the Rights' then-current exercise price, a number of
common shares of the acquiror of the Company having a market value at the
time of twice the Right's exercisable price.
The Rights are designed to permit shareholders to benefit from the long-term
value of the Company and to aid in assuring that all shareholders receive fair
and equal treatment in the event of any proposed takeover of the Company.
The new rights will expire on July 31, 2005. Distribution of the new Rights is
not taxable to shareholders. Details of the Rights distribution are contained in
a letter which will be mailed to all Company shareholders.
Pentair comprises 8,700 employees in eight industrial businesses having 27
locations around the world. Products manufactured by Pentair subsidiaries
include electrical and electronics enclosures; woodworking equipment; power
tools; pumps; sporting ammunition; automotive service equipment; industrial
lubrication systems and material dispensing equipment.
EXHIBIT 3
Winslow H. Buxton
Chairman, President and Chief Executive Officer
July 26, 1995
To Our Shareholders:
With the completion of the paper business sales on June 30,
Pentair became entirely a diversified manufacturer of industrial
products comprising eight operating subsidiaries with 8,700
employees working in 27 locations worldwide. This significant step
creates many new opportunities for Pentair and its stakeholders.
The performance of our company will be less influenced by
economic cycles, and capable of returning consistent value in both
the near and long term. Our resources now enable us to grow and
expand our existing companies with projects offering volume and
profit growth, as well as attractive returns on investment. Also, the
proceeds from the sale of the paper businesses have strengthened
our capital position, reducing our debt and allowing us to pursue
aggressive acquisition plans.
With regard to our acquisition activities, we have expanded our
strategic planning and acquisition teams. They will be directing their
efforts at both strategic acquisitions that complement our existing
businesses and product lines, such as pumps, power tools and
enclosures, as well as evaluating new businesses that may provide
long-term opportunity for our shareholders. We are well-grounded
in our current industrial businesses and feel all of them may offer
significant potential for growth and increased margins. We believe
this capability, coupled with our ability to integrate new companies
into the Pentair family, will enhance Pentair's total value to its
shareholders over time.
Moving forward as a purely
supported by the excellent
subsidiaries, exciting new
and an educated, motivated
industrial company, our prospects are
market positions of our industrial
products, modern cost-effective plants
work force.
New Share Rights Plan Approved
Under its longstanding Code of Business Conduct, Pentair has
chosen to be an independent publicly owned company, managed
with the highest standards applicable. While we are very optimistic
about Pentair's future, our board of directors remains concerned
about the use of abusive tactics in attempts to take over major
corporations. Unsolicited offers at less than a full value for all of
your Company's shares, an accumulation of shares privately or in
the open market and other abusive takeover tactics are not in the
best interests of all shareholders or Pentair. These tactics can
unfairly pressure the board and shareholders, and can be highly
disruptive to the conduct of business.
In December 1986, Pentair issued to all its shareholders Common
Stock Purchase Rights to protect shareholders and the company's
other constituencies against some of these abusive takeover
tactics. The issuance of the 1986 Rights did not end our concern
with the continuing problem of takeover abuses. We regularly
review our situation to provide shareholders and Pentair with the
best available protection.
The existing Rights will expire in 1996. However, the board has
decided that it would now be beneficial to Pentair and its
shareholders to substitute a new Rights Plan for the original Plan.
Accordingly, today your board called for the redemption of the
existing Common Stock Purchase Rights and declared a dividend
distribution of new Rights to replace them.
The redemption of the 1986 Common Stock Purchase Rights will
result in a one-time payment to you of $.0303 per share, because
each share was entitled to one Right. This payment will be made on
August 14, 1995, to shareholders of record at the close of business
on July 31, 1995, in addition to, but with, the regular quarterly
dividend.
A detailed summary of the new Rights Plan is enclosed. There were
no certificates issued for the 1986 Rights, and no certificates
representing the new Rights will be issued at this time. Pentair will
be entitled to redeem the new Rights at $.01 per Right.
The new Rights will be exercisable only if a person or group
acquires 15 percent or more of the Company's Common Stock or
announces a tender offer for more than 15 percent of the Common
Stock. Each new Right, if and when exercisable, will have an
exercise price of $160.00 for each share. However, if a person
acquires more than 15 percent of the Common Stock, among other
circumstances, each Right will enable the holder to purchase
shares of stock of Pentair (or the Acquiror, under certain
circumstances) having a market value of twice the exercise price.
For example, if the exercise price was at $160.00 and the stock of
Pentair (or the Acquiror) had a then market value of $80.00, the
$160.00 exercise price buys shares worth $320.00, or four shares.
We continue to believe that Pentair has a bright future, a fact we
believe is supported by our excellent second quarter performance,
as described below. The Common Stock Purchase Rights we
issued over eight years ago and the issuance of the new Rights
reflect our determination that you, our shareholders, be given every
opportunity to realize the full value that future represents.
Second quarter analysis
On July 14, we reported net income of $28.6 million, or $1.34 per
fully diluted share, for the three months ended June 30, 1995. Net
income for the second quarter 1994 was $11.8 million, or 56 cents
per fully diluted share. Second quarter 1995 earnings include a
$12.1 million gain from the sale of Pentair's paper businesses, or 57
cents per fully diluted share.
Continuing operations in the second quarter generated sales of
$338.2 million, a 13 percent gain over second quarter 1994 sales
of $300.4 million. Net income from continuing operations totaled
$13.3 million, or 62 cents per fully diluted share, up 12 percent over
second quarter 1994 net income of $11.9 million.
This performance was driven by continued brisk activity in durable
goods markets served by Hoffman Engineering and the domestic
operations of Lincoln Industrial, as well as continued economic
growth in European markets addressed by Schroff and Lincoln
Industrial GmbH. Myers and Lincoln Automotive also performed
well in the second quarter. Some softening in the sales from our
power tool businesses occurred as a result of a general downturn
in consumer spending. Despite a 13 percent increase in volume,
Federal Cartridge's second quarter sales margin continued to fall
short of those of the previous year due to a change in product mix
and competitive pricing in the sporting ammunition industry.
With the completion of the sale of our paper businesses, our
refocusing of our resources on growing as a diversified industrial
manufacturer, and the security of a new Share Rights Plan, we are
very well-positioned to continue building value for shareholders
from within our existing businesses, while acquiring additional
manufacturing businesses that will provide new growth
opportunities.
Sincerely,
Winslow H. Buxton
enclosures
PENTAIR, INC.
SUMMARY OF RIGHTS TO PURCHASE
COMMON SHARES
On July 21, 1995, the Board of Directors of Pentair,
Inc. (the "Company") declared a dividend of one common share
purchase right (a "Right") for each outstanding share of common stock,
par value $.16-2/3 per share (the "Common Shares"), of the Company.
The dividend is effective July 31, 1995 for shareholders of record on
such date (the "Record Date"). Each Right entitles the registered holder
to purchase from the Company one Common Share at a price of
$160.00 per Common Share, subject to adjustment (the "Purchase
Price"). The description and terms of the Rights are set forth in a Rights
Agreement (the "Rights Agreement") between the Company and Norwest
Bank Minnesota, National Association, as Rights Agent (the "Rights
Agent").
Until the earlier to occur of (i) 10 days following a
public announcement that a person or group of affiliated or associated
persons (other than the Company, a subsidiary of the Company or an
employee benefit plan of the Company or a subsidiary) (an "Acquiring
Person") has acquired beneficial ownership of 15% or more of the
outstanding Common Shares (the "Shares Acquisition Date") or (ii) 10
business days (or such later date as may be determined by action of the
Company's Board of Directors prior to such time as any person becomes
an Acquiring Person) following the commencement of, or announcement
of an intention to make, a tender offer or exchange offer the
consummation of which would result in the beneficial ownership by a
person or group (other than the Company, a subsidiary of the Company
or an employee benefit plan of the Company or a subsidiary) of 15% or
more of such outstanding Common Shares (the earlier of such dates
being called the "Distribution Date"), the Rights will be evidenced, with
respect to any of the Common Share certificates outstanding as of the
Record Date, by such Common Share certificate.
The Rights Agreement provides that, until the
Distribution Date, the Rights will be transferred with and only with the
Common Shares. Until the Distribution Date (or earlier redemption or
expiration of the Rights), new Common Share certificates issued after
the Record Date, upon transfer or new issuance of Common Shares, will
contain a notation incorporating the Rights Agreement by reference.
Until the Distribution Date (or earlier redemption or expiration of the
Rights), the surrender for transfer of any certificates for Common
Shares, outstanding as of the Record Date, even without such notation,
will also constitute the transfer of the Rights associated with the
Common Shares represented by such certificate. As soon as practicable
following the Distribution Date, separate certificates evidencing the
Rights ("Right Certificates") will be mailed to holders of record of the
Common Shares as of the close of business on the Distribution Date and
such separate Right Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution
Date. The Rights will expire on July 31, 2005 (the "Final Expiration
Date"), unless the Rights are earlier redeemed or exchanged by the
Company, in each case, as described below.
The Purchase Price payable, and the number of
Common Shares or other securities or property issuable, upon exercise
of the Rights are subject to adjustment from time to time to prevent
dilution (i) in the event of a stock dividend on, or a subdivision,
combination or reclassification of, the Common Shares, (ii) upon the
grant to holders of the Common Shares of certain rights or warrants to
subscribe for or purchase Common Shares at a price, or securities
convertible into Common Shares with a conversion price, less than the
then current market price of the Common Shares or (iii) upon the
distribution to holders of the Common Shares of evidences of
indebtedness or assets (excluding regular quarterly cash dividends or
dividends payable in Common Shares) or of subscription rights or
warrants (other than those referred to above).
With certain exceptions, no adjustment in the Purchase
Price will be required until cumulative adjustments require an adjustment
of at least 1% in such Purchase Price. No fractional shares will be
issued. In lieu thereof, an adjustment in cash will be made based on the
market price of the Common Shares on the last trading day prior to the
date of exercise.
The Purchase Price is payable by certified check,
cashier's check, bank draft or money order or, if so provided by the
Company, the Purchase Price following the occurrence of a Flip-In Event
(as defined below) and until the first occurrence of a Flip-Over Event (as
defined below) may be paid in Common Shares having an equivalent
value.
In the event that any person becomes an Acquiring
Person (a "Flip-In Event"), the holders of Rights will thereafter have the
right to receive upon exercise that number of Common Shares (or, in
certain circumstances cash, property or other securities of the Company
or a reduction in the Purchase Price) having a market value of two times
the then current Purchase Price. Notwithstanding any of the foregoing,
following the occurrence of a Flip-In Event all Rights will be null and
void to the extent they are, or (under certain circumstances specified in
the Rights Agreement) were, or subsequently become beneficially owned by
an Acquiring Person, related persons and transferees.
In the event that, at any time following the Shares
Acquisition Date, (i) the Company is acquired in a merger or other
business combination transaction or (ii) 50% or more of its consolidated
assets or earning power are sold (the events described in clauses (i) and
(ii) are herein referred to as "Flip-Over Events"), proper provision will
be made so that the holders of Rights will thereafter have the right to
receive, upon the exercise thereof at the then current Purchase Price,
that number of shares of common stock of the acquiring company which
at the time of such transaction will have a market value of two times the
then current Purchase Price.
At any time after a person becomes an Acquiring
Person and prior to the acquisition by such Acquiring Person of 50% or
more of the outstanding Common Shares, the Board of Directors of the
Company may exchange the Rights (other than Rights owned by such
Acquiring Person which have become void), in whole or in part, at an
exchange ratio of one Common Share (or of a share of a class or series
of the Company's preferred stock having equivalent rights, preferences
and privileges) per Right (subject to adjustment).
At any time prior to the close of business on the tenth
day following the Shares Acquisition Date, the Board of Directors of the
Company may redeem the Rights in whole, but not in part, at a price of
$.01 per Right (the "Redemption Price"). The redemption of the Rights
may be made effective at such time, on such basis and with such
conditions as the Board of Directors in its sole discretion may establish.
Immediately upon any redemption of the Rights, the right to exercise the
Rights will terminate and the only right of the holders of Rights will be
to receive the Redemption Price.
Other than the Redemption Price, the Purchase Price
and the Final Expiration Date, the terms of the Rights may be amended
by the Board of Directors of the Company without the consent of the
holders of the Rights, including an amendment to lower the threshold for
exercisability of the Rights from 15% to 10%, with appropriate exceptions
for any person then beneficially owning a percentage of the number of
Common Shares then outstanding equal to or in excess of the new
threshold, except that from and after the Distribution Date no such
amendment may adversely affect the interests of the holders of the
Rights.
Until a Right is exercised, the holder thereof, as such,
will have no rights as a shareholder of the Company, including, without
limitation, the right to vote or to receive dividends.
A copy of the Rights Agreement has been filed with the
Securities and Exchange Commission as an Exhibit to a Registration
Statement on Form 8-A filed with respect to the Rights. A copy of the
Rights Agreement is available free of charge from the Company. This
summary description of the Rights does not purport to be complete and
is qualified in its entirety by reference to the Rights Agreement, which is
hereby incorporated herein by reference.