SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A/A
AMENDMENT NO. 1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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SEAGULL ENERGY CORPORATION
(Exact Name of registrant as specified in its charter)
TEXAS 74-1764876
(State of Incorporation or organization) (I.R.S. Employer Identification Number)
1700 FIRST CITY TOWER
HOUSTON, TEXAS 77002
(Address of principal executive offices) (Zip Code)
If this form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [X]
If this form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [ ]
Securities Act registration statement file number to which this form
relates: ________________ (if applicable).
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
Preferred Share Purchase Rights New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
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On December 12, 1997, the registrant entered into an Amended and
Restated Rights Agreement with BankBoston, N.A. (as successor to NCNB Texas
National Bank) relating to the Preferred Share Purchase Rights covered hereby.
The Registrant hereby amends Items 1 and 2 of the Registrant's Form 8-A dated
March 17, 1989 to read in their entirety as follows:
ITEM 1. DESCRIPTION OF SECURITIES TO BE REGISTERED.
General. On March 1, 1989, the Board of Directors of Seagull Energy
Corporation (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 (the "Common Shares"), of the Company. The dividend was paid on March 22,
1989 (the "Record Date") to the shareholders of record on that date. As of March
22, 1989, each Right entitled the registered holder to purchase from the Company
one one-hundredth of a share of Series B Junior Participating Preferred Stock,
par value $1.00 per share (the "Preferred Shares"), of the Company at a price of
$61.50 per one one-hundredth of a Preferred Share (the "Purchase Price"),
subject to adjustment. Because certain antidilution adjustments specified in the
Rights Agreement were triggered by the two-for-one split of the Common Shares in
June 1993, as of the effective date of such stock split, each Right became
exercisable for one-half of one one-hundredth of a Preferred Share.
On December 12, 1997, the Board of Directors of the Company amended and
restated the Rights Agreement in order to, among other things, reduce the
ownership threshold for a person to become an "Acquiring Person" (as described
below). The description and terms of the Rights are set forth in a Rights
Agreement, dated as of March 17, 1989, as amended effective June 13, 1992, and
amended and restated as of December 12, 1997, between Seagull Energy
Corporation, a Texas corporation (the "Company"), and BankBoston, N.A. (as
successor to NCNB Texas National Bank) (the "Rights Agent").
ACQUIRING PERSON THRESHOLD AND DISTRIBUTION DATE. Until the earlier to
occur of (i) 10 days following a public announcement that a person or group of
affiliated or associated persons (an "Acquiring Person") have acquired
beneficial ownership of 10% or more of the outstanding Common Shares (subject to
certain exceptions set forth in the Rights Agreement) and (ii) 10 business days
(or such later date as may be determined by action of the Board of Directors
prior to such time as the Rights become non-redeemable) following the
commencement of, or announcement of an intention to make, a tender offer or
exchange offer the consummation of which could result in the beneficial
ownership by a person or group of 10% 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 with a copy
of this Summary of Rights attached thereto. Notwithstanding the foregoing, the
Rights Agreement provides that neither Neuberger & Berman LLC, Neuberger &
Berman Management, Inc. and their affiliates and associates, nor The Prudential
Life Insurance Company of America and its affiliates and associates, will be
deemed to be an Acquiring Person as a result of their respective ownership on
December 12, 1997 of 10% or more of the Common Shares, provided that neither of
such entities acquires beneficial ownership of any additional Common Shares at a
time when it owns beneficially 10% or more of the Common Shares.
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 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 even without such
notation or a copy of this Summary of Rights being attached thereto, 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.
FINAL EXPIRATION DATE. The Rights are not exercisable until the
Distribution Date. The Rights will expire on March 22, 1999 (the "Final
Expiration Date"), unless the Final Expiration Date is extended or unless the
Rights are earlier redeemed or exchanged for Common Shares by the Company, in
each case, as described below.
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PURCHASE PRICE ADJUSTMENTS. The Purchase Price payable, and the number
of Preferred 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 Preferred Shares, (ii) upon the grant to holders of the
Preferred Shares of certain rights or warrants to subscribe for or purchase
Preferred Shares at a price, or securities convertible into Preferred Shares
with a conversion price, less than the then current market price of the
Preferred Shares or (iii) upon the distribution to holders of the Preferred
Shares of evidences of indebtedness or assets (excluding regular periodic cash
dividends paid out of earnings or retained earnings or dividends payable in
Preferred Shares) or of subscription rights or warrants (other than those
referred to above).
The number of outstanding Rights and the number of one one-hundredths
of a Preferred Share issuable upon exercise of each Right are also subject to
adjustment in the event of a stock split of the Common Shares or a stock
dividend on the Common Shares payable in Common Shares or subdivisions,
consolidations or combinations of the Common Shares occurring, in any such case,
prior to the Distribution Date.
DESCRIPTION OF PREFERRED SHARES. Preferred Shares purchasable upon
exercise of the Rights will not be redeemable. Each Preferred Share will be
entitled 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, if any,
declared per Common Share. In the event of liquidation, the holders of the
Preferred Shares will be entitled to a minimum preferential liquidation payment
of $100 per share but will be entitled to an aggregate payment of 100 times the
payment, if any, made per Common Share. In the event of any merger,
consolidation or other transaction in which Common Shares are exchanged, each
Preferred Share will be entitled to receive 100 times the amount, if any,
received per Common Share. These rights are protected by customary antidilution
provisions. Each Preferred Share will have one vote, voting together with the
Common Shares.
Because of the nature of the Preferred Shares' dividend and liquidation
rights, the value of the one one-hundredth interest in a Preferred Share
purchasable upon exercise of each Right should approximate, to some degree, the
value of one Common Share.
ANTIDILUTION ADJUSTMENTS UPON THE OCCURRENCE OF CERTAIN MERGERS. If,
after any person becomes an Acquiring Person, the Company is acquired in a
merger, share exchange, conversion or other business combination transaction or
50% or more of its consolidated assets, earning power or cash flow generation
capacity are sold, proper provision will be made so that each holder of a Right
will thereafter have the right to receive, upon the exercise thereof at the then
current Purchase Price (adjusted to reflect certain antidilution adjustments),
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 adjusted Purchase
Price.
ANTIDILUTION ADJUSTMENTS AFTER A PERSON BECOMES AN ACQUIRING PERSON.
The Rights Agreement also provides that after the tenth day following any person
becoming an Acquiring Person, proper provision shall be made so that each holder
of a Right, other than Rights beneficially owned by the Acquiring Person (which
will thereafter be void), will thereafter have the right to receive upon
exercise thereof at the then current Purchase Price (adjusted to reflect certain
antidilution adjustments) that number of Common Shares having a market value of
two times the adjusted Purchase Price.
EXCHANGE PROVISIONS. At any time after any person becomes an Acquiring
Person and before the acquisition by a person or group of 50% or more of the
outstanding Common Shares of the Company, the Board of Directors may, at its
option, issue Common Shares in mandatory redemption of, and in exchange for, all
or part of the then outstanding and exercisable Rights (other than Rights owned
by such person or group which would become null and void) at an exchange ratio
of one Common Share for each two Common Shares for which each Right is then
exercisable, subject to adjustment.
REDEMPTION. At any time prior to the time any person becomes an Acquiring
Person, the Board of Directors of the Company may redeem the Rights in whole,
but not in part, at a price as of December 12, 1997 of $.005 per Right,
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subject to adjustment as set forth in the Rights Agreement (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 the action of the Board of Directors
ordering 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.
AMENDMENTS. 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.
However, from and after the date that any person becomes an Acquiring Person,
the Rights may be amended by the Board of Directors of the Company solely in
order (i) to cure any ambiguity, (ii) to correct or supplement any defective or
otherwise inconsistent provision in the Rights Agreement, (iii) subject to
certain restrictions, to shorten or lengthen any time period or (iv) to
otherwise change or supplement the Rights Agreement in a manner that does not
adversely affect the interests of the holders of the Rights (other than an
Acquiring Person or an Affiliate or Associate of an Acquiring Person).
MISCELLANEOUS. 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. The Company is not required to issue fractional
Preferred Shares or Common Shares (other than fractions that are integral
multiples of one one-hundredth of a Preferred Share, which may, at the election
of the Company, be evidenced by depositary receipts) and in lieu thereof, an
adjustment in cash may be made based on the market price of the Preferred Shares
or Common Shares on the last trading day prior to the date of exercise.
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 is filed as an Exhibit to this
Registration Statement. 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. Amended and Restated Rights Agreement dated March 17, 1989, as
amended effective June 13, 1992, and amended and restated as
of December 12, 1997, between Seagull Energy Corporation, a
Texas corporation (the "Company"), and BankBoston, N.A (as
successor to NCNB Texas National Bank), including form of
Right Certificate, Form of Statement of Resolution
Establishing Series of Shares of Series B Junior Participating
Preferred Stock and Form of Summary of Rights to Purchase
Preferred Shares (incorporated by reference to Exhibit 2 to
the Company's Current Report on Form 8-K dated December 15,
1997).
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SIGNATURE
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, thereunto duly authorized.
DATED: December 16, 1997
SEAGULL ENERGY CORPORATION
By: /s/ William L. Transier
Name: William L. Transier
Title: Senior Vice President
Chief Financial Officer
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EXHIBIT LIST
1. Amended and Restated Rights Agreement dated March 17, 1989, as
amended effective June 13, 1992, and amended and restated as
of December 12, 1997, between Seagull Energy Corporation, a
Texas corporation (the "Company"), and BankBoston, N.A (as
successor to NCNB Texas National Bank), including form of
Right Certificate, Form of Statement of Resolution
Establishing Series of Shares of Series B Junior Participating
Preferred Stock and Form of Summary of Rights to Purchase
Preferred Shares (incorporated by reference to Exhibit 2 to
the Company's Current Report on Form 8-K dated December 15,
1997).
VEHOU05:72031.1
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