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As filed with the Securities and Exchange Commission on March 4, 1997
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A-1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
ENSCO INTERNATIONAL INCORPORATED
(Exact name of registrant as specified in its charter)
DELAWARE 76-0232579
(State of incorporation or organization) (I.R.S. Employer I.D. No.)
2700 FOUNTAIN PLACE, 1445 ROSS AVENUE, DALLAS, TEXAS 75202-2792
(Address of principal executive office) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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Preferred Share Purchase Rights New York Stock Exchange, Inc.
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(g) of the Act:
None
(Title of Class)
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On March 3, 1997, ENSCO International Incorporated (formerly known as
Energy Service Company, Inc.), a Delaware corporation (the "Company"), and
American Stock Transfer & Trust Company, as Rights Agent (the "Rights
Agent"), amended that certain Rights Agreement dated as of February 21,
1995 between the Company and the Rights Agent to increase the exercise
price of the Rights (as defined below) and reflect the change in the
Company's name. This Form 8-A/A-1 amends in its entirety Item 1 of the
Form 8-A filed by the Company on February 23, 1995.
Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
On February 21, 1995, the Board of Directors of the Company declared a
dividend of one preferred share purchase right (a "Right") for each
outstanding share of common stock, par value $.10 per share, of the Company
(the "Common Stock"). The dividend was payable on March 6, 1995 (the
"Record Date") to the stockholders of record on that date. Each Right
entitles the registered holder to purchase from the Company one one-
hundredth of a share of Series A Junior Participating Preferred Stock, par
value $1.00 per share (the "Preferred Stock") of the Company at a price of
$250.00 per one one-hundredth of a share of Preferred Stock (the "Purchase
Price"), subject to adjustment. The description and terms of the Rights
are set forth in a Rights Agreement dated as of February 21, 1995, as
amended (the "Rights Agreement"), between the Company and 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 has
acquired beneficial ownership of 15% or more of the outstanding shares of
Common Stock (thereby becoming an Acquiring Person ) or (ii) 10 business
days (or such later date as may be determined by action of the Board of
Directors prior to such time as any person or group of affiliated persons
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 of
15% or more of the outstanding shares of Common Stock (the earlier of such
dates being called the "Distribution Date"), the Rights will be evidenced,
with respect to any of the Common Stock certificates outstanding as of the
Record Date, by such Common Stock certificate together with a copy of a
Summary of Rights to Purchase Shares of Preferred Stock of Energy Service
Company, Inc. (the "Summary of Rights") that was mailed to the holders of
such stock as of the Record Date.
The Rights Agreement provides that, until the Distribution Date (or
earlier redemption or expiration of the Rights), the Rights will be
transferred with and only with the Common Stock. Until the Distribution
Date (or earlier redemption or expiration of the Rights), new Common Stock
certificates issued after the Record Date upon transfer or new issuances of
Common Stock 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 shares of Common Stock outstanding as of the Record Date, even without
such notation or a copy of the Summary of Rights to Purchase Shares of
Preferred Stock of the Company, which was mailed to the holders of Common
Stock as of March 6, 1995 (the "Summary of Rights"), will also constitute
the transfer of the Rights associated with the shares of Common Stock
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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 Stock as
of the close of business on the Distribution Date and such separate Right
Certificates alone will evidence the Rights. Rights will be issued with
all shares of Common Stock issued between the Record Date and the
Distribution Date.
The Rights are not exercisable until the Distribution Date. The
Rights will expire on February 21, 2005 (the "Final Expiration Date"),
unless the Final Expiration Date is extended or unless the Rights are
earlier redeemed or exchanged by the Company, in each case as described
below. Additionally, the Rights are not exercisable after an Acquiring
Person becomes such until such time as the Company s right of redemption
described below has expired.
The Purchase Price payable, and the number of shares of Preferred
Stock 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 Preferred Stock, (ii) upon the grant to holders of
the Preferred Stock of certain rights or warrants to subscribe for or
purchase Preferred Stock at a price, or securities convertible into
Preferred Stock with a conversion price, less than the then-current market
price of the Preferred Stock or (iii) upon the distribution to holders of
the Preferred Stock of evidences of indebtedness or assets (excluding
regular periodic cash dividends or dividends payable in Preferred Stock) or
of subscription rights or warrants (other than those referred to above).
The number of outstanding Rights is also subject to adjustment in the
event of a stock split of the Common Stock or a stock dividend on the
Common Stock payable in shares of Common Stock or subdivisions,
consolidations or combinations of the Common Stock occurring, in any such
case, prior to the Distribution Date.
Shares of Preferred Stock purchasable upon exercise of the Rights will
not be redeemable. Each share of Preferred Stock will be entitled, when,
as and if declared, to a minimum preferential quarterly dividend payment of
$1.00 per share but will be entitled to an aggregate dividend of 100 times
the dividend declared per share of Common Stock. In the event of
liquidation, the holders of the Preferred Stock will be entitled to a
minimum preferential liquidation payment of $100.00 per share (plus any
accrued but unpaid dividends) but will be entitled to an aggregate payment
of 100 times the payment made per share of Common Stock. Each share of
Preferred Stock will have 100 votes, voting together with the Common Stock.
Finally, in the event of any merger, consolidation or other transaction in
which shares of Common Stock are converted or exchanged, each share of
Preferred Stock will be entitled to receive 100 times the amount received
per share of Common Stock. These rights are protected by customary
antidilution provisions.
Because of the nature of the Preferred Stock's dividend, liquidation
and voting rights, the value of the one one-hundredth interest in a share
of Preferred Stock purchasable upon exercise of each Right should
approximate the value of one share of Common Stock.
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In the event that any person or group of affiliated or associated
persons becomes an Acquiring Person, each holder of a Right, other than
Rights beneficially owned by the Acquiring Person (which will thereupon
become void), will thereafter have the right to receive upon exercise of a
Right at the then-current exercise price of the Right, that number of
shares of Common Stock having a market value of two times the exercise
price of the Right.
In the event that, after a person or group has become an Acquiring
Person, the Company is acquired in a merger or other business combination
transaction or 50% or more of its consolidated assets or earning power are
sold, proper provisions will be made so that each holder of a Right (other
than Rights beneficially owned by an Acquiring Person which will have
become void) will thereafter have the right to receive, upon the exercise
thereof at the then-current exercise price of the Right, that number of
shares of common stock of the person with whom the Company has engaged in
the foregoing transaction (or its parent) which at the time of such
transaction will have a market value of two times the exercise price of the
Right.
At any time after any person or group becomes an Acquiring Person and
prior to the earlier of one of the events described in the previous
paragraph or the acquisition by such person or group of 50% or more of the
outstanding shares of Common Stock, the Board of Directors of the Company
may exchange the Rights (other than Rights owned by such person or group
which will have become void), in whole or in part, for shares of Common
Stock, or one one-hundredths of a share of Preferred Stock (or shares of a
class or series of the Company's preferred stock having equivalent rights,
preferences and privileges), having a value per Right equal to the
difference between the market value of the shares of Common Stock
receivable upon exercise of the Right and the exercise price of the Right.
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 of Preferred Stock will be
issued (other than fractions which are integral multiples of one one-
hundredth of a share of Preferred Stock, which may, at the election of the
Company, be evidenced by depositary receipts), and in lieu thereof an
adjustment in cash will be made based on the market price of the Preferred
Stock on the last trading day prior to the date of exercise.
At any time prior to the close of business on the tenth day following
a public announcement that an Acquiring Person has become such, 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"); provided,
however, that the Rights may not be redeemed following any merger to which
the Company is a party that (i) occurs after an Acquiring Person becomes
such and (ii) was not approved by the Board of Directors and by the
stockholders of the Company. 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.
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For so long as the Rights are then redeemable, the Company may, except
with respect to the Redemption Price, amend the Rights in any manner.
After the Rights are no longer redeemable, the Company may, except with
respect to the Redemption Price, amend the Rights in any manner that does
not adversely affect the interests of holders of the Rights.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the
right to vote or to receive dividends.
Because of the method of operation and financing of certain vessels
owned or to be owned by the Company, the Shipping Act, 1916, and the
Merchant Marine Act, 1936, require that the Company limit the ownership of
its capital stock by persons other than citizens of the United States,
within the meaning of such Acts. In accordance with such Acts, the
Company s Restated Certificate of Incorporation contains, among other
things, restrictions on transfers of its capital stock to, and the voting
of its capital stock by, persons other than citizens of the United States.
Similarly, the Rights Agreement generally provides that no Right may be
exercised if the Company determines (prior to the issuance of the Preferred
Stock (or other securities or property) issuable upon exercise of such
Right) that (i) (A) the Preferred Stock (or other securities or property)
issuable upon exercise of such Right, or any interest therein or right
thereof, would be owned or controlled by persons other than United States
citizens and (B) after any such exercise, persons other than United States
citizens would own or control an aggregate percentage of the shares of
capital stock of the Company or any interest therein or right thereof in
excess of the Permitted Percentage (as defined in the Restated Certificate
of Incorporation of the Company) or (ii) that the exercise of such Right
would otherwise cause the Company not to be a citizen of the United
States within the meaning of the Shipping Act, 1916.
As of January 31, 1997, there were 77,244,047 shares of Common Stock
outstanding and 6,380,527 shares in the treasury. As of January 31, 1997,
there were 3,896,307 shares of Common Stock reserved for issuance under
employee benefit plans.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the
Company in certain circumstances. Accordingly, the existence of the Rights
may deter certain acquirors from making takeover proposals or tender
offers. The Rights should not interfere with any merger or other business
combination approved by the Board of Directors of the Company since the
Board of Directors may, at its option, at any time prior to the close of
business on the tenth day following a public announcement that an Acquiring
Person has become such, redeem all but not less than all the then
outstanding Rights at $.01 per Right.
The form of Rights Agreement between the Company and the Rights Agent
specifying the terms of the Rights, which includes as Exhibit B thereto the
form of Right Certificate, is attached hereto as Exhibit 1 and is
incorporated herein by reference. The foregoing description of the Rights
does not purport to be complete and is qualified in its entirety by
reference to the form of Rights Agreement (and the exhibits thereto)
attached hereto.
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EXHIBIT INDEX
Exhibit No. Description of Exhibit
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4.1 Rights Agreement dated as of February 21, 1995 between
the Company and American Stock Transfer & Trust Company,
as Rights Agent, which includes as Exhibit A the Form of
Certificate of Designations of Series A Junior
Participating Preferred Stock of Energy Service Company,
Inc., as Exhibit B the Form of Right Certificate, and as
Exhibit C the Summary of Rights to Purchase Shares of
Preferred Stock of Energy Service Company, Inc.
(incorporated herein by reference from Exhibit 1 to Form
8-A of ENSCO International Incorporated (formerly known
as Energy Service Company, Inc.) filed with the
Securities and Exchange Commission on February 23, 1995).
4.2 First Amendment to Rights Agreement dated as of March 3,
1997, between ENSCO International Incorporated and
American Stock Transfer & Trust Company, as Rights Agent.
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.
ENSCO INTERNATIONAL INCORPORATED
Date: March 3, 1997 By: /s/ H. E. MALONE
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Name: H. E. Malone
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Title: Chief Accounting Officer
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EXHIBIT INDEX
Exhibit No. Description of Exhibit
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4.1 Rights Agreement dated as of February 21, 1995 between
the Company and American Stock Transfer & Trust Company,
as Rights Agent, which includes as Exhibit A the Form of
Certificate of Designations of Series A Junior
Participating Preferred Stock of Energy Service Company,
Inc., as Exhibit B the Form of Right Certificate, and as
Exhibit C the Summary of Rights to Purchase Shares of
Preferred Stock of Energy Service Company, Inc.
(incorporated herein by reference from Exhibit 1 to Form
8-A of ENSCO International Incorporated (formerly known
as Energy Service Company, Inc.) filed with the
Securities and Exchange Commission on February 23, 1995).
4.2 First Amendment to Rights Agreement dated as of March 3,
1997, between ENSCO International Incorporated and
American Stock Transfer & Trust Company, as Rights Agent.
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EXHIBIT 4.2
FIRST AMENDMENT TO RIGHTS AGREEMENT
This Amendment, dated as of March 3, 1997 (the "Amendment"), is
between ENSCO International Incorporated (formerly known as Energy Service
Company, Inc.), a Delaware corporation (the "Company"), and American Stock
Transfer & Trust Company, as Rights Agent (the "Rights Agent").
W I T N E S S E T H:
WHEREAS, the Rights Agent and Energy Service Company, Inc., now known
as ENSCO International Incorporated, are parties to a Rights Agreement
dated as of February 21, 1995 (the "Agreement"); and
WHEREAS, pursuant to Section 27 of the Agreement, the Company and the
Rights Agent desire to amend the Agreement as set forth below.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereby agree as follows:
Section 1. AMENDMENTS TO REFLECT NAME CHANGE. Each reference to
"Energy Service Company, Inc." contained on the cover page of the
Agreement, the first paragraph on page 1 of the Agreement, the legend in
Section 3(c) of the Agreement, Section 26 of the Agreement, the attestation
of the Agreement on page 37 and in Exhibits A, B and C to the Agreement is
hereby amended and restated in its entirety to read "ENSCO INTERNATIONAL
INCORPORATED (formerly known as Energy Service Company, Inc.)".
Section 2. AMENDMENT TO SECTION 3(C) OF THE AGREEMENT. Section 3(c)
of the Agreement is hereby amended by deleting the reference to "the Record
Date" in the fourth line thereof and substituting in its place "May 23,
1995", and deleting each reference to "Energy Service Company, Inc." in the
form of legend included in such section and substituting in its place
"ENSCO International Incorporated".
Section 3. AMENDMENT TO SECTION 7(B) OF THE AGREEMENT. Section 7(b)
of the Agreement is hereby amended by deleting the reference to "$50.00" in
the first line of such subsection and replacing it with "$250.00".
Section 4. AMENDMENT TO EXHIBIT B OF THE AGREEMENT. Exhibit B of the
Agreement is hereby amended by deleting the reference to "$50.00" in the
fourth line of the carry-over paragraph on page B-2 thereof and replacing
it with "$250.00".
Section 5. SEVERABILITY. If any term, provision, covenant or
restriction of this Amendment is held by a court of competent jurisdiction
or other authority to be invalid, void or unenforceable, the remainder of
the terms, provisions, covenants and restrictions of this Amendment shall
remain in full force and effect and shall in no way be affected, impaired
or invalidated.
Section 6. GOVERNING LAW. This Amendment shall be deemed to be a
contract made under the laws of the State of Delaware and for all purposes
shall be governed by and construed in accordance with the laws of such<PAGE>
State applicable to contracts made and to be performed entirely within such
State.
Section 7. 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.
Section 8. EFFECT OF AMENDMENT. Except as expressly modified herein,
the Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed all as of the day and year first above written.
ENSCO INTERNATIONAL
INCORPORATED (formerly known as
Attest: Energy Service Company, Inc.)
By: /s/ ROBERT O. ISAAC By: /s/ WILLIAM S. CHADWICK
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Name: Robert O. Isaac Name: William S. Chadwick
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Title: Assistant Secretary Title: Vice President & Secretary
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Attest: AMERICAN STOCK TRANSFER &
TRUST COMPANY
By: /s/ CARLOS PINTO By: /s/ CAROLYN B. O'NEILL
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Name: Carlos Pinto Name: Carolyn B. O'Neill
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Title: Vice President Title: Vice President
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