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): August 20, 2002
AAON, INC.
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(Exact name of registrant as specified in its charter)
State of Nevada 000-18953 87-0448736
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(State of (Commission (IRS Employer
incorporation) File No.) Identification No.)
2425 South Yukon, Tulsa, Oklahoma 74107
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (918) 583-2266
(1)
Item 5. Other Events
On August 20, 2002, the Board of Directors of AAON, Inc. (the "Company")
voted to amend its existing Rights Agreement dated as of February 19, 1999 by
and between the Company and Progressive Transfer Company. The Rights Agreement
was amended to effect the following changes:
o to increase the exercise price of a Right from $60.00 per share to
$90.00 per share;
o to extend the term of the Plan from March 1, 2009 to August 20, 2012;
and
o to reduce the percentage ownership that will trigger the Rights Plan
from 20% to 15%
The Amendment No. 1 to the Rights Agreement was not adopted in response to
any known offers for the Company. The Amendment No. 1 to the Rights Agreement
dated as of August 20, 2002 and the Company's press release announcing the Board
of Directors' action dated August 21, 2002, are attached hereto as Exhibits 99.1
and 99.2, respectively, and are incorporated in their entirety herein by
reference.
(2)
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
AAON, INC.
Date: August 20, 2002 By: /s/ John B. Johnson, Jr.
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John B. Johnson, Jr.
Secretary
(3)
INDEX TO EXHIBITS
99.1 Amendment No. 1 to Rights Agreement dated as of August 20, 2002 by and
between AAON, Inc. and Progressive Transfer Company.
99.2 Press Release dated August 21, 2002.
(4)
Exhibit 99.1
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AMENDMENT NO. 1 TO RIGHTS AGREEMENT
This AMENDMENT NO. 1 TO RIGHTS AGREEMENT (the "Amendment") is made as
of August 20, 2002 between AAON, INC., a Nevada corporation (the "Company"), and
PROGRESSIVE TRANSFER COMPANY (the "Rights Agent").
WHEREAS, the Company and the Rights Agent entered into a Rights
Agreement dated as of February 19, 1999 (the "Rights Agreement"), relating to
the Rights; and
WHEREAS, on February 18, 1999, the Board of Directors of the Company
authorized and declared, effective February 19, 1999, a dividend distribution of
one Right (as hereinafter defined) for each share of Common Stock (as defined in
the Rights Agreement) of the Company outstanding at the close of business on
March 1, 1999, and has authorized the issuance of one Right for each share of
Common Stock of the Company issued between the Record Date (as defined in the
Rights Agreement) (whether originally issued or delivered from the Company's
treasury) and the Distribution Date (as defined in the Rights Agreement), each
Right initially representing the right to purchase one one-thousandth of a share
of Series A Preferred Stock of the Company having the rights, powers and
preferences set forth in the form of Certificate of Designation, Preferences and
Rights attached to the Rights Agreement, upon the terms and subject to the
conditions set forth in the Rights Agreement (the "Rights"); and
WHEREAS, Section 27 of the Rights Agreement provides, that for so long
as the Rights are redeemable, the Company may, and the Rights Agent shall, if
the Company so directs, supplement or amend any provision of the Rights
Agreement without the approval of any holders of Common Stock or Rights
Certificates (as defined in the Rights Agreement); provided, however, that the
Company may only amend the Rights Agreement to increase the Purchase Price (as
defined in the Rights Agreement) and extend the Final Expiration Date (as
defined in the Rights Agreement) prior to the Stock Acquisition Date (as defined
in the Rights Agreement) or announcement of a tender offer or exchange that
would result in a person being the beneficial owner of greater than 20% of the
Company's Common Stock; and
WHEREAS, neither the Distribution Date, the Stock Acquisition Date or
such a commencement of a tender offer or exchange has occurred; and
WHEREAS, the Company and the Rights Agent desire to amend and restate
the Rights Agreement to (i) increase the Purchase Price from $60.00 to $90.00;
(ii) extend the Final Expiration Date of the Rights to August 20, 2012; and
(iii) reduce certain triggering thresholds for the determination of an Acquiring
Person; and
WHEREAS, pursuant to Section 27 of the Rights Agreement, on August 20,
2002, the Board of Directors of the Company approved an amendment to the Rights
Agreement effective August 20, 2002;
NOW THEREFORE, in consideration of the premises and the agreements set
forth herein and in the Rights Agreement, the parties hereby agree as follows:
Section 1. Purchase Price Increase. Section 7(b) of the Agreement is
hereby amended in its entirety to read as follows:
"The Purchase Price for each one one-thousandth of a share of Preferred
Stock pursuant to the exercise of a Right shall initially be $90.00,
and shall be subject to adjustment from time to time as provided in
Section 11 (Adjustment of Purchase Price; Number and Kind of Shares or
Number of Rights) and Section 13(a) (Consolidation, Merger or Sale or
Transfer of Assets or Earning Power -- Flip-over Event) and shall be
payable in accordance with paragraph (a) of this Section 7."
(5)
Section 2. Extension of Final Expiration Date. Section 1(u) of the
Rights Agreement is hereby amended in its entirety to read as follows:
(u) "Final Expiration Date" shall mean the Close of Business on
August 20, 2012."
Section 3. Triggering Threshold Reduction. Section 1(a),
Section 3(a) and Section 27 of the Rights Agreement are hereby amended by
replacing all references to "20%" with "15%".
Section 4. No Further Amendment. Except as expressly amended by this
Amendment, the Rights Agreement shall remain in full force and effect as the
same was in effect immediately prior to the date of this Amendment.
Section 5. Governing Law. This Agreement, each Right and each Rights
Certificate issued hereunder shall be deemed to be a contract made under the
laws of the State of Nevada and for all purposes shall be governed by and
construed in accordance with the laws of such State applicable to contracts made
and to be performed entirely within such State.
Section 6. Counterparts. This Amendment may be executed in any number
of counterparts and each of such counterparts shall for all purposes be deemed
to be an original, and all such counterparts shall together constitute but one
and the same instrument.
[the remainder of this page is intentionally left blank]
(6)
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the day and year first above written.
AAON, INC.
Attest:
By:/s/ John B. Johnson By:/s/ Norman H. Asbjornson
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John B. Johnson, Jr., Secretary Norman H. Asbjornson, President
PROGRESSIVE TRANSFER
COMPANY
Attest:
By:/s/ Shirrell W. Hughes By:/s/ Kurtis D. Hughes
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Name: Shirrell W. Hughes Name: Kurtis D. Hughes
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Title: President Title: V.P.
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(7)
EXHIBIT 99.2
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FOR IMMEDIATE RELEASE
AAON, INC. ANNOUNCES APPROVAL BY BOARD OF DIRECTORS
TO AMEND STOCKHOLDER RIGHTS PLAN
TULSA, Oklahoma, August 20, 2002 -- AAON, Inc. [Nasdaq: AAON] (the "Company")
announced today that the Board of Directors has approved an amendment to its
stockholder rights plan, increasing the exercise price of the rights from $60 to
$90. The amendment also reduces from 20% to 15% the percentage ownership of AAON
that will trigger the stockholder rights plan and extends the final expiration
date from March 1, 2009 to August 20, 2012.
The stockholder rights plan was established to ensure that AAON shareholders
receive fair value and equal treatment in the event of any proposed takeover of
the Company. After careful review of the existing plan, AAON's Board of
Directors determined that this amendment is in AAON's and the shareholders' best
interest. The amendment is not being made in response to any proposal to acquire
AAON.
Under the amended plan, if a person or group acquires or commences a tender
offer to acquire 15% or more of AAON's common stock, the other shareholders will
be entitled to purchase shares of AAON common stock worth twice the exercise
price of $90 per share.
AAON, Inc., is a leading manufacturer of commercial rooftop heating, air
conditioning, heat recovery and air handling equipment, as well as condensing
units. Its products serve the commercial and industrial new construction and
replacement markets. The Company has successfully gained market share through
its "semi-custom" product line, which offers the customer value, quality,
function, serviceability and efficiency.
(8)