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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A/A1
AMENDING FORM 8-A DATED AUGUST 8, 1997
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Barrett Resources Corporation
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(Exact name of registrant as specified in its charter)
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Delaware 84-0832476
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(State of incorporation or organization) (I.R.S. Employer
Identification No.)
1515 Arapahoe Street, Tower 3, Suite 1000,
Denver, Colorado 80202
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(Address of principal executive offices) (Zip Code)
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class registered Name of each exchange on which
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Preferred Stock Purchase Rights New York Stock Exchange
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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
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(Title of Class)
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This Form 8-A/A1 amends and supplements the Form 8-A filed by Barrett Resources
Corporation and dated August 8, 1997 (the "Form 8-A").
Item 1. Description of Securities to be Registered.
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Item 1 of the Form 8-A is amended by substituting the following:
On August 4, 1997, the Board of Directors of Barrett Resources
Corporation (the "Company") declared a dividend distribution of one preferred
stock purchase right (a "Right) for each outstanding share of Common Stock, par
value $.01 per share, of the Company (the "Common Shares"), payable to the
holders of record of the Common Shares as of the close of business on August 20,
1997. On February 25, 1999, the Board of Directors of the Company adopted
certain amendments to the terms of the Rights (the "Amendment"). Except as set
forth below, each Right, when it becomes exercisable, entitles the registered
holder to purchase from the Company one one-thousandth of a share of a series of
preferred stock, designated as Series A Junior Participating Preferred Stock,
par value $.001 per share (the "Preferred Stock"), at a price of $150 per one
one-thousandth of a share (the "Purchase Price"), subject to adjustment. The
description and terms of the Rights are set forth in a Rights Agreement (the
"Rights Agreement") between the Company and BankBoston, N.A., as Rights Agent
and the Amendment. A copy of the Rights Agreement is attached as an exhibit to
the Form 8-A and a copy of the Amendment is attached as an exhibit hereto, each
of which is hereby incorporated by reference. The following summary of the
Rights is qualified in its entirety by reference to the Rights Agreement and the
Amendment. The terms of the Preferred Stock are summarized below and are set
forth in an Certificate of Designation attached as Exhibit A to the Rights
Agreement.
Until the earlier to occur of (i) a public announcement that, without
the prior consent of the Board of Directors of the Company, a person or group,
including any affiliates or associates of such person or group (an "Acquiring
Person"), acquired, or obtained the right to acquire, beneficial ownership of
15% or more of the outstanding Common Shares (the "Stock Acquisition Date") or
(ii) ten business days (or such later date as the Board may determine) following
the commencement or announcement of an intention (which is not subsequently
withdrawn) to make a tender offer or exchange offer which would result in any
person or group (and related persons) having beneficial ownership of 15% or more
of the outstanding Common Shares without the prior consent of the Board of
Directors (the earlier of such dates being called the "Distribution Date"), the
Rights will be attached to all Common Share certificates and will be evidenced
by the Common Share certificates. The Rights Agreement, as amended, 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 after August 20,
1997 upon transfer, replacement or new issuance of Common Shares will contain a
notation incorporating the Rights
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Agreement by reference. Until the Distribution Date (or earlier redemption or
expiration of the Rights), the surrender for transfer of any Common Share
certificates outstanding as of August 20, 1997, even without such a notation,
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 ("Rights
Certificates") will be mailed to holders of record of the Common Shares as of
the close of business on the Distribution Date, and the separate Rights
Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date. The
Rights will expire on August 4, 2007, unless earlier redeemed by the Company as
described below.
The Preferred Stock purchasable upon exercise of the Rights will be
nonredeemable and junior to any other series of preferred stock the Company may
issue (unless otherwise provided in the terms of such stock). Each share of
Preferred Stock will have a preferential quarterly dividend in an amount equal
to the greater of $10.00 and 1,000 times the dividend declared on each Common
Share. In the event of liquidation, the holders of Preferred Stock will receive
a preferred liquidation payment per share equal to the greater of $5,000 and
1,000 times the payment made per Common Share. Each share of Preferred Stock
will have one vote, voting together with the Common Shares. In the event of any
merger, consolidation or other transaction in which Common Shares are exchanged,
each share of Preferred Stock will be entitled to receive 1,000 times the amount
and type of consideration received per Common Share. The rights of the
Preferred Stock as to dividends, liquidation and voting, and in the event of
mergers and consolidations, are protected by customary anti-dilution provisions.
Fractional shares of Preferred Stock in integral multiples of one one-thousandth
of a share of Preferred Stock will be issuable; however, the Company may elect
to distribute depositary receipts in lieu of such fractional shares. In lieu of
fractional shares other than fractions that are multiples of one one-thousandth
of a share, an adjustment in cash will be made based on the market price of the
Preferred Stock on the last trading date prior to the date of exercise.
In the event that any person becomes an Acquiring Person, each holder
of a Right generally will thereafter have the right for a 60 day period after
the later of the date of such event and the effectiveness of an appropriate
registration statement (or such other longer period set by the Board of
Directors) to receive upon exercise of the Right that number of units of one
one-thousandth of a share of Preferred Stock (or, under certain circumstances,
Common Shares or other securities) having an average market value during a
specified time period (immediately prior to the occurrence of a Person becoming
an Acquiring Person) of two times the exercise price of the Right (such right
being called the "Subscription Right"). Notwithstanding the foregoing,
following the occurrence of a Person becoming an Acquiring Person, all Rights
that are, or (under certain circumstances
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specified in the Rights Agreement) were, beneficially owned by the Acquiring
Person or any affiliate or associate thereof will be null and void.
In the event that, at any time following the Stock Acquisition Date,
the Company is acquired in a merger or other business combination transaction or
50% or more of the Company's assets or earning power are sold (in one
transaction or a series of transactions), proper provision shall be made so that
each holder of a Right (except a Right voided as set forth above) shall
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 acquiring company (or, in the event there is more than one acquiring
company, the acquiring company receiving the greatest portion of the assets or
earning power transferred) which at the time of such transaction would have a
market value of two times the exercise price of the Right (such right being
called the "Merger Right"). The holder of a Right will continue to have the
Merger Right whether or not such holder exercises the Subscription Right.
The Purchase Price payable, the number of Rights and the number of
shares of Preferred Stock, Common 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 Stock, (ii) upon
the grant to holders of the Preferred Stock of certain rights or warrants to
subscribe for Preferred Stock, certain convertible securities or securities
having the same or more favorable rights, privileges and preferences as the
Preferred Stock at less than the 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 quarterly cash dividends out of
earnings or retained earnings and dividends payable in Preferred Stock) or of
subscription rights or warrants (other than those referred to above.)
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 will be issued and, in lieu thereof,
an adjustment in cash will be made based on the market price of the Preferred
Stock on the last trading date prior to the date of exercise.
The number of outstanding Rights associated with each share of Common
Stock and the voting and economic rights of each one one-thousandth of a share
of Preferred Stock issuable upon exercise of each Right are 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 Common Stock or subdivisions, consolidations or
combinations of the Common Stock occurring, in any such case, prior to the
Distribution Date.
At any time prior to the earlier to occur of (i) the close of business
on the Stock Acquisition Date or (ii) the expiration of the Rights, the Company
may redeem the
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Rights in whole, but not in part, at a price of $.001 per Right (the "Redemption
Price"), which redemption shall be effective upon the action of the Board of
Directors. Additionally, following the Stock Acquisition Date and the expiration
of the period during which the Subscription Right is exercisable, the Company
may redeem the then outstanding Rights in whole, but not in part, at the
Redemption Price, provided that such redemption is in connection with a merger
or other business combination transaction or series of transactions involving
the Company in which all holders of Common Shares are treated alike but not
involving an Acquiring Person (or any person who was an Acquiring Person) or its
affiliates or associates. Upon the effective date of the 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.
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.
Except as set forth above, the terms of the Rights may be amended by
the Board of Directors of the Company, (i) prior to the Distribution Date in any
manner, and (ii) on or after the Distribution Date to cure any ambiguity, to
correct or supplement any provision of the Rights Agreement which may be
defective or inconsistent with any other provisions, or in any manner not
adversely affecting the interests of the holders of the Rights (including the
interests of any Acquiring Person), or, subject to certain limitations, to
shorten or lengthen any time period under the Rights Agreement.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
without conditioning the offer on the Rights being redeemed or a substantial
number of Rights being acquired. However, the Rights generally should not
interfere with any merger or other business combination approved by the Board of
Directors.
The form of Rights Agreement between the Company and BankBoston, N.A.,
specifying the terms of the Rights, Exhibit A thereto -- the form of Certificate
of Designation setting forth the terms of the Preferred Stock, and Exhibit B
thereto -- the Form of Rights Certificate, are attached as Exhibit 1 to the Form
8-A and are incorporated herein by reference. The form of Amendment, including
a Summary of the Rights, is attached as Exhibit 1 to this Form 8-A/A1 and is
incorporated herein by reference. The foregoing description of the Rights is
qualified by reference to the Rights Agreement and the Amendment.
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Item 2. Exhibits.
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1 Form of Amendment to the Rights Agreement (the "Rights Agreement")
dated as of August 5, 1997 between Barrett Resources Corporation
and BankBoston, N.A., including Summary of Rights, is incorporated
by reference from Exhibit 4.1B to the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1998.
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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, thereto duly authorized.
BARRETT RESOURCES CORPORATION
By /s/ A. Ralph Reed
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A. Ralph Reed
President and Chief
Operating Officer
Date: March 17, 1999
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