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RXN > SEC Filings for RXN > Form 8-K on 15-Jul-2014All Recent SEC Filings

Show all filings for REXNORD CORP



Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Financial Statement

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On July 14, 2014, the Board of Directors of Rexnord Corporation (the "Company") amended and restated the Company's By-Laws, effective as of that date, to reflect the termination of certain rights previously held by Apollo Management VI, L.P. and its affiliates (collectively, "Apollo") as a result of Apollo's prior ownership of at least 33 1/3% of the Company's common stock. Most significantly, those former rights included the right to designate a specified number of directors on the Board and to approve certain important matters involving the Company; those provisions automatically ceased to be effective in accordance with their terms when Apollo's ownership of Rexnord Common Stock dropped below 33 1/3%. The amendment and restatement of the By-Laws removes the provisions that are no longer effective.
The full text of the By-Laws, as amended and restated, is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference. A copy of the By-Laws marked to show the changes made by the amendment and restatement is filed as Exhibit 99.1 to this Current Report on Form 8-K and is also incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit  No.                          Description
3.1            Amended and Restated By-Laws, as adopted on July 14, 2014
99.1           Marked copy of Amended and Restated By-Laws

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