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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
HELMERICH & PAYNE, INC.
(Exact name of registrant as specified in its charter)
Delaware 73-0679879
(State of incorporation (I.R.S. employer
or organization) identification no.)
Utica at Twenty-first Street, Tulsa, Oklahoma 74114
(Address of principal executive offices) (zip code)
If this Form relates to the If this Form relates to the
registration of a class of debt registration of a class of debt
securities and is effective upon securities and is to become
filing pursuant to General effective simultaneously with
Instruction A(c)(1) please check the effectiveness of a concur-
the following box. [ ] rent registration statement
under the Securities Act of 1933
pursuant to General Instruction
A(c)(2) please check the follow-
ing box. [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which each class is
to be registered to be registered
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Preferred Stock Purchase Rights New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
Exhibit Index is on Page 7.
Page 1 of 7 Pages.
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ITEM
1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
On January 8, 1996, the Board of Directors of Helmerich &
Payne, Inc. (the "Company") approved the extension of the benefits afforded by
the Company's existing rights plan by adopting a new stockholder rights plan
and declared a dividend distribution of one Right for each outstanding share of
Common Stock of the Company to stockholders of record at the close of business
on January 8, 1996 (the expiration date of the Rights Agreement dated as of
January 21, 1986 and as amended on December 5, 1990, between the Company and
the Rights Agent named therein) (the "Record Date"). Each Right entitles the
registered holder to purchase from the Company a unit (a "Unit") consisting of
one one-thousandth of a share of Series A Junior Participating Preferred
Stock, without par value (the "Preferred Stock"), at a purchase price of $90
per Unit (the "Purchase Price"), subject to adjustment. The description and
terms of the Rights are set forth in a Rights Agreement (the "Rights
Agreement"), dated as of January 8, 1996, between the Company and Liberty Bank
and Trust Company of Oklahoma City, N.A., as Rights Agent (the "Rights Agent").
Initially, the Rights will be attached to all Common Stock
certificates representing shares then outstanding, and no separate Rights
Certificates will be distributed. The Rights will separate from the Common
Stock upon the earlier of (i) 10 business days following a public announcement
that a person or group of affiliated or associated persons (an "Acquiring
Person") has acquired, or obtained the right to acquire, beneficial ownership
of 15% or more of the outstanding shares of Common Stock (the "Stock
Acquisition Date") or (ii) 10 business days (or such later date as the Board
shall determine) following the commencement of a tender offer or exchange offer
that would result in a person or group beneficially owning 15% or more of such
outstanding shares of Common Stock (the earlier of (i) and (ii), the
"Distribution Date"). Until the Distribution Date, (i) the Rights will be
evidenced by the Common Stock certificates and will be transferred with and
only with such Common Stock certificates, (ii) new Common Stock certificates
issued after the Record Date will contain a notation incorporating the Rights
Agreement by reference and (iii) the surrender for transfer of any certificates
for Common Stock outstanding will also constitute the transfer of the Rights
associated with the Common Stock represented by such certificate. Pursuant to
the Rights Agreement, the Company reserves the right to require prior to the
occurrence of a Triggering Event (as defined below) that, upon any exercise of
Rights, a number of Rights be exercised so that only whole shares of Preferred
Stock will be issued.
The Rights are not exercisable until the Distribution Date and
will expire at the close of business on January 31, 2006 unless earlier
redeemed or exchanged by the Company as described below. At no time will the
Rights have any voting power.
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As soon as practicable after the Distribution Date, Rights
Certificates will be mailed to holders of record of the Common Stock as of the
close of business on the Distribution Date and, thereafter, the separate Rights
Certificates alone will represent the Rights. Except as otherwise determined
by the Board of Directors, only shares of Common Stock issued prior to the
Distribution Date will be issued with Rights.
In the event that a Person becomes the beneficial owner of 15%
or more of the then outstanding shares of Common Stock (unless such acquisition
is made pursuant to a tender or exchange offer for all outstanding shares of
Common Stock, at a price determined by a majority of the independent directors
of the Company who are not representatives, nominees, Affiliates or Associates
of an Acquiring Person to be fair and otherwise in the best interest of the
Company and its stockholders after receiving advice from one or more investment
banking firms (a "Qualifying Offer")), each holder of a Right will thereafter
have the right to receive, upon exercise, Common Stock (or, in certain
circumstances, cash, property or other securities of the Company) having a
value equal to two times the exercise price of the Right. Notwithstanding any
of the foregoing, following the occurrence of any of the events set forth in
this paragraph (the "Flip-in Events"), all Rights that are, or (under certain
circumstances specified in the Rights Agreement) were, beneficially owned by
any Acquiring Person will be null and void. However, Rights are not
exercisable following the occurrence of any of the Flip-in Events set forth
above until such time as the Rights are no longer redeemable by the Company as
set forth below.
For example, at an exercise price of $90 per Right, each Right
not owned by an Acquiring Person (or by certain related parties) following a
Flip-in Event would entitle its holder to purchase $180 worth of Common Stock
(or other consideration, as noted above) for $90. Assuming that the Common
Stock had a per share value of $30 at such time, the holder of each valid Right
would be entitled to purchase 6 shares of Common Stock for $90.
In the event that at any time following the Stock Acquisition
Date, (i) the Company engages in a merger or other business combination
transaction in which the Company is not the surviving corporation (other than a
merger consummated pursuant to a Qualifying Offer); (ii) the Company engages in
a merger or business combination transaction in which the Company is the
surviving corporation and the Common Stock of the Company is changed or
exchanged; or (iii) more than 50% of the Company's assets, earning power or
cash flow is sold or transferred, each holder of a Right (except Rights which
have previously been voided as set forth above) shall thereafter have the right
to receive, upon exercise of the Right, Common Stock of the acquiring company
having a value equal to two times the exercise price of the Right.
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At any time after the acquisition by a person or group of
affiliated or associated persons of beneficial ownership of 15% or more of the
outstanding shares of Common Stock and prior to the acquisition by such person
or group of 50% or more of the outstanding shares of Common Stock, the Board
may exchange the Rights (other than Rights owned by such person or group which
have become void), in whole or in part, at an exchange ratio of one share of
Common Stock, or one one-thousandth of a share of Preferred Stock (or of a
share of a class or series of the Company's preferred stock having equivalent
rights, preferences and privileges), per Right (subject to adjustment).
The Purchase Price payable, and the number of Units 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) if holders of the Preferred
Stock are granted certain rights or warrants to subscribe for Preferred Stock
or convertible securities 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) or of subscription rights or warrants (other than those referred to
above).
With certain exceptions, no adjustments in the Purchase Price
will be required until cumulative adjustments amount to at least 1% of the
Purchase Price. No fractional Units 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.
At any time until 10 business days following the Stock
Acquisition Date, the Company may redeem the Rights in whole, but not in part,
at a price of $0.01 per Right (payable in cash, Common Stock or other
consideration deemed appropriate by the Board). Immediately upon the action of
the Board of Directors ordering redemption of the Rights, the Rights will
terminate and the only right of the holders of Rights will be to receive the
$0.01 redemption price.
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. While the distribution of the
Rights will not be taxable to stockholders or to the Company, stockholders may,
depending upon the circumstances, recognize taxable income in the event that
the Rights become exercisable for Common Stock (or other consideration) of the
Company or for common stock of the acquiring company as set forth above.
Any of the provisions of the Rights Agreement may be amended
by the Board of Directors of the Company prior to the Distribution Date. After
the Distribution Date, the
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provisions of the Rights Agreement may be amended by the Board in order to cure
any ambiguity, to make changes which do not adversely affect the interests of
holders of Rights (excluding the interest of any Acquiring Person), or to
shorten or lengthen any time period under the Rights Agreement; provided,
however, that no amendment to adjust the time period governing redemption shall
be made at such time as the Rights are not redeemable.
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.
However, the Rights are not intended to prevent a takeover, but rather are
designed to enhance the ability of the Board of Directors to negotiate with a
potential acquiror on behalf of all of the stockholders. 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 earlier of (i) the tenth
business day following the Stock Acquisition Date or January 31, 2006, redeem
all but not less than all the outstanding Rights at $.01 per Right.
The Rights Agreement between the Company and Liberty Bank and
Trust Company of Oklahoma City, N.A., as Rights Agent, specifying the terms of
the Rights, including as Exhibits A and B thereto the form of Certificate of
Designation, Preferences and Rights of the Series A Junior Participating
Preferred Stock and the form of Rights Certificate, respectively, 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 such Exhibit.
ITEM 2. EXHIBITS.
1. Rights Agreement, dated as of January 8, 1996, between
Helmerich & Payne, Inc. and Liberty Bank and Trust
Company of Oklahoma City, N.A., as Rights Agent, which
includes as Exhibits A and B thereto the form of
Certificate of Designation, Preferences and Rights of
the Series A Junior Participating Preferred Stock and
the form of Rights Certificate.
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SIGNATURES
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.
Date: January 17, 1996 HELMERICH & PAYNE, INC.
By: /s/ Steven R. Mackey
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Name: Steven R. Mackey
Title: Vice President, Secretary
and General Counsel
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description Page
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<S> <C> <C>
1 Rights Agreement, dated as of January 8, 1996, N/A
between Helmerich & Payne, Inc. and Liberty Bank
and Trust Company of Oklahoma City, N.A., as Rights
Agent, including all exhibits thereto (incorporated
herein by reference to Exhibit 1 to Helmerich & Payne,
Inc.'s Current Report on Form 8-K, dated January 17, 1996).
</TABLE>
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