Premier Industrial Corp – ‘8-K’ for 1/23/96

As of:  Wednesday, 1/24/96   ·   For:  1/23/96   ·   Accession #:  912057-96-761   ·   File #:  1-04903

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         4     14K 
 2: EX-10.1     Material Contract                                     75    281K 
 3: EX-10.2     Material Contract                                     14     38K 
 4: EX-10.3     Material Contract                                     25     65K 
 5: EX-99.1     Miscellaneous Exhibit                                  4     17K 

8-K   —   Current Report
Document Table of Contents

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As filed with the Securities and Exchange Commission on January 23, 1996

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):
January 23, 1996

PREMIER INDUSTRIAL CORPORATION
(Exact name of registrant as specified in its charter)

      OHIO                   1-4903                   34-0661122
 (State or other            (Commission              (IRS Employer
       jurisdiction of            File Number)          Identification Number)
incorporation)                                                  

4500 EUCLID AVENUE, P.O. BOX 94884                                          
     CLEVELAND, OHIO                                    44101-4884
(Address of principal executive offices)                       (Zip Code)       

(216) 391-8300
(Registrant's telephone number, including area code)

 Exhibit Index located on page 4

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ITEM 5.   OTHER EVENTS.                                                         

       On January 23, 1996, Premier Industrial Corporation (the "Company")
entered into an Agreement and Plan of Merger among the Company, Farnell         
Electronics PLC ("Farnell"), an English public limited company, and FAC Delaware
Corp., a Delaware corporation and wholly owned subsidiary of Farnell (the       
"Merger Agreement"), providing for the merger of the Company with and into FAC  
Delaware Corp. (the "Merger").  In connection with the Merger Agreement, certain
shareholders of the Company entered into a Voting Agreement with Farnell, dated 
as of January 23, 1996, relating to the voting of the shares owned by them in   
connection with the Merger and certain related matters (the "Voting Agreement"),
and certain shareholders of the Company entered into a Shareholders Agreement   
with Farnell relating to their holdings of capital stock of Farnell following   
the effective time of the Merger (the "Shareholders Agreement").  Copies of the 
Merger Agreement, the Voting Agreement and the Shareholders Agreement are filed 
herewith as Exhibits 10.1, 10.2 and 10.3, respectively, and are incorporated    
herein by reference.                                                            

 On January 23, 1996, the Company issued a press release relating to the
Merger, the text of which is filed as Exhibit 99.1 and incorporated herein by   
reference.  The summary descriptions of the Merger Agreement, the Voting        
Agreement, the Shareholders Agreement and the Merger contained in the           
press release are qualified in their entirety by reference to the agreements    
filed as Exhibits 10.1, 10.2 and 10.3.                                          

ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS.                                    

(c)  Exhibits                                                                   

     10.1 Agreement and Plan of Merger by and among the Company, Farnell and FAC
Delaware Corp. dated as of January 23, 1996.                

  10.2 Voting Agreement dated as of January 23, 1996 among Farnell and the
       holders of the shares of capital stock of the Company listed on the
signature pages thereof.                                    

    10.3 Shareholders Agreement dated as of January 23, 1996 among Farnell and
the persons listed on Schedule I thereto.                   

99.1 Text of press release dated January 23, 1996.                    

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SIGNATURES

        Pursuant to the requirements 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.                                          

          PREMIER INDUSTRIAL CORPORATION

   By    /s/Philip S. Sims
                                   ---------------------------------------------
      Philip S. Sims
                               Vice Chairman of the Board of Directors

Date:  January 23, 1996                                                         

Page 3

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 EXHIBIT INDEX

EXHIBIT                                                               
NUMBER               DOCUMENT DESCRIPTION                             
------               --------------------                             

10.1       Agreement and Plan of Merger by and                      
among the Company, Farnell and FAC            
Delaware Corp. dated as of January 23,        
1996.                                         

10.2       Voting Agreement dated as of January 23,                 
1996 among Farnell and the holders of         
the shares of capital stock of the            
Company listed on the signature pages         
thereof.                                      

10.3       Shareholders Agreement dated as of                       
January 23, 1996 among Farnell and the        
Persons listed on Schedule I thereto.         

99.1       Text of press release dated January 23,                  
1996.                                         

Page 4

Dates Referenced Herein

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
Filed on:		1/24/96							None on these Dates
For Period End:		1/23/96		1		4
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