UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 9, 1998
KANEB SERVICES, INC.
(Exact name of registrant as specified in charter)
Delaware 1-5083 74-1191271
(State of Incorporation) (Commission File No.) (I.R.S. Employer
Identification No.)
2435 North Central Expressway
Richardson, Texas 75080
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (972) 699-4000
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Item 5. Other Events.
On April 9, 1998, the Board of Directors of Kaneb Services, Inc. (the
"Company") declared a dividend distribution of one Right for each outstanding
share of Kaneb Services, Inc. Common Stock to stockholders of record at the
close of business on April 19, 1998. Each Right entitles the registered holder
to purchase from the Company a unit consisting of one one-hundredth of a share
(a "Unit") of Series B Junior Participating Preferred Stock, no par value per
share (the "Preferred Stock") at a Purchase Price of $15.00 per Unit, subject to
adjustment. The description and terms of the Rights are set forth in a Rights
Agreement (the "Rights Agreement") between the Company and Chase Bank of Texas,
National Association, a national banking association, as 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 and a
Distribution Date will occur upon the earlier of (i) 15 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) 15 business days following the commencement of a
tender offer or exchange offer that would result in a person or group
beneficially owning 20% or more of such outstanding shares of Common Stock.
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 April 19, 1998,
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.
The Rights are not exercisable until the Distribution Date and will
expire at the close of business on April 19, 2008, unless earlier redeemed by
the Company as described below. As long as the rights are attached to the Common
Stock, one additional Right shall be deemed to be delivered with each share of
Common Stock issued or transferred by the Company in the future, including but
not limited to shares of Common Stock issuable upon conversion of any series of
convertible preferred stock or debt instruments of the Company and shares of
Common Stock issuable upon exercise of options to purchase Common Stock granted
by the Company.
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, at any time following the Distribution Date, (i) the
Company is the surviving corporation in a merger with an Acquiring Person and
its Common Stock is not changed or exchanged, (ii) a Person becomes the
beneficial owner of more than 20% of the then outstanding shares of Common Stock
(except pursuant to an offer for all outstanding shares of Common Stock which
the independent directors determine to be fair to and otherwise in the best
interests of the Company and its shareholders), (iii) an Acquiring Person
engages in one or more "self-dealing" transactions as set forth in the Rights
Agreement, or (iv) during such time as there is an Acquiring Person, an event
occurs which results in such Acquiring Person's ownership interest being
increased by more than 1% (e.g., a reverse stock split), 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, 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 either of the events set forth above until such time as the Rights are no
longer redeemable by the Company as set forth below.
In the event that, at any time following the Stock Acquisition Date,
(i) the Company is acquired in a merger or other business combination
transaction in which the Company is not the surviving corporation (other than a
merger described in the next preceding paragraph or a merger which follows an
offer described in the next preceding paragraph), or (ii) 50% or more of the
Company's assets or earning power is sold or transferred, each holder of a Right
(except Rights which previously have been voided as set forth above) shall
thereafter have the right to receive, upon exercise, common stock of the
acquiring company having a value equal to two times the exercise price of the
Right. The events set forth in this paragraph and in the next preceding
paragraph are referred to as the "Triggering Events."
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 adjustment 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 fifteen days following the Stock Acquisition Date,
the Company may redeem the Rights in whole, but not in part, at a price of $.01
per Right (payable in cash, Common Stock or other consideration deemed
appropriate by the Board of Directors). Under certain circumstances set forth in
the Rights Agreement, the decision to redeem shall require the concurrence of a
majority of the Continuing Directors. After the redemption period has expired,
the Company's right of redemption may be reinstated if an Acquiring Person
reduces his beneficial ownership to 10% or less of the outstanding shares of
Common Stock in a transaction or series of transactions not involving the
Company. Immediately upon the action of the Board of Directors ordering
redemption of the Rights, with, where required, the concurrence of the
Continuing Directors, the Rights will terminate and the only right of the
holders of Rights will be to receive the $.01 redemption price.
The term "Continuing Directors" means any member of the Board of
Directors of the Company who was a member of the Board prior to the date of the
Rights Agreement, and any person who is subsequently elected to the Board if
such person is recommended or approved by a majority of the Continuing
Directors, but shall not include an Acquiring Person, or an affiliate or
associate of an Acquiring Person, or any representative of the foregoing
entities.
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.
Other than those provisions relating to the principal economic terms of
the Rights, 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 provisions of the Rights Agreement may be amended by the
Board (in certain circumstances, with the concurrence of the Continuing
Directors) in order to cure any ambiguity, to make changes which do not
adversely affect the interests of holders of Rights (excluding the interests 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.
As of April 6, 1998, there were 32,201,764 shares of Common Stock
outstanding and 2,922,059 shares of Common Stock reserved for issuance upon the
exercise of options and warrants. In addition, the Company held 4,352,442 shares
of Common Stock in treasury as of April 6, 1998. Each outstanding share of
Common Stock on April 19, 1998, will entitle the holder thereof to receive one
Right. In addition, the Company will issue one Right for each share of Common
Stock that becomes outstanding between the Record Date and the Distribution Date
(or the earlier expiration, exchange or redemption of the Rights) so that all
such shares will have attached Rights.
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 a substantial number of Rights being acquired.
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 fifteenth day after the Stock
Acquisition Date, redeem all but not less than all the then outstanding Rights
at the Redemption Price. A copy of the press release announcing the dividend is
filed as Exhibit 99.1 and is hereby incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
99.1 - Press release of the Registrant dated April 9, 1998,
announcing the dividend distribution of Rights.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: April 9, 1998
KANEB SERVICES, INC.
By: //s//
Name: Howard C. Wadsworth
Title: Vice President and Treasurer
<PAGE>
INDEX TO EXHIBITS
Number Exhibit
99.1 Press release of the Registrant dated April 9, 1998, announcing the
dividend distribution of Rights.
EXHIBIT 99.1
KANEB SERVICES, INC.
ADOPTS REPLACEMENT STOCKHOLDER RIGHTS PLAN
DALLAS, TEXAS April 9, 1998 -- Kaneb Services, Inc. (NYSE: KAB)
announced today that its Board of Directors has adopted a Stockholder Rights
Plan in which rights to purchase shares of junior preferred stock will be
distributed as a dividend at the rate of one Right for each common share held as
of the close of business on April 19, 1998. The Rights Plan is substantially
similar to and replaces Kaneb's existing plan, which expires by its terms on
that date.
The Rights Plan is designed to deter coercive or unfair takeover
tactics and to prevent an acquiror from gaining control of Kaneb without
offering a fair price to all of Kaneb's stockholders.
In a letter to stockholders announcing adoption of the Plan, Mr. John
R. Barnes, Chairman and Chief Executive Officer of Kaneb, said, "We believe that
this Plan protects your interests in the event that you and Kaneb are confronted
with coercive or unfair takeover tactics ... including offers that do not treat
all stockholders equally, the acquisition in the open market of shares
constituting control without offering fair value to all stockholders and other
coercive or unfair tactics that could impair the Board's ability to represent
your interests fully."
Mr. Barnes stressed, however, that "The Plan is not intended to prevent
an acquisition of the Company on terms that are favorable and fair to all
stockholders, and will not do so. The Plan is designed to deal with the very
serious problem of unilateral actions by hostile acquirors that are calculated
to deprive a company's board and its stockholders of their ability to determine
the destiny of the Company."
Each Right will entitle holders of the Company's common stock to buy
one one-hundredth of a share of Kaneb's Series B Participating Junior Preferred
Stock of the Company at an exercise price of $15.00. The Rights will be
exercisable only if a person or group acquires beneficial ownership of 15% or
more of Kaneb common shares or announces a tender or exchange offer upon
consummation of which such person or group would beneficially own 20% or more of
the common shares.
If any person becomes the beneficial owner of 20% or more of Kaneb
common shares, each Right not owned by such person or related parties will
enable its holder to purchase, at the Right's then-current exercise price,
shares of common stock of the Company (or, in certain circumstances as
determined by the Board, a combination of cash, property, common shares or other
securities) having a value of twice the Right's exercise price. In addition, if
the Company is involved in a merger or other business combination transaction
with another person in which its common shares are changed or converted, or
sells 50% or more of its assets to another person, each Right that has not
previously been exercised will entitle its holder to purchase, at the Right's
then-current exercise price, common shares of such other person having a value
of twice the Right's exercise price.
The Company will generally be entitled to redeem the Rights at $.01 per
Right at any time until the 15th day following public announcement that a 15%
position has been acquired.
Details of the Stockholder Rights Plan are outlined in a letter, which
is being mailed to all stockholders.
Kaneb Services, Inc. provides specialized industrial services,
including under-pressure leak sealing, on-site machining, safety and relief
valve testing and repair, passive fire protection and fugitive emissions
inspections, to process plants worldwide through its Furmanite group of
companies. Kaneb provides pipeline engineering services in eastern Germany and
manages and operates all of the pipelines and terminals owned by Kaneb Pipe Line
Partners, L.P. (NYSE: KPP and KPU). The Partnership's pipelines transport
refined petroleum products to destinations in nine midwestern states, and it is
the third largest independent liquids terminaling operation in the United
States.
