SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 2
______________________
THE LOUISIANA LAND AND EXPLORATION COMPANY
(Exact name of registrant as specified in its charter)
Maryland 72-0244700
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation) Number)
909 Poydras Street
New Orleans, Louisiana 70112
(Address of principal executive (Zip Code)
offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each Class which each class is to be
to be so registered registered
Capital Stock Purchase Rights New York Stock Exchange, Inc.
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
<PAGE>
Item 1. Description of Securities to be Registered
On May 25, 1986, the Board of Directors (the "Board") of THE LOUISIANA LAND
AND EXPLORATION COMPANY (the "Company") declared a dividend distribution of one
capital stock purchase right (each, a "Right") for each outstanding share of
Capital Stock of the Company. The distribution was made on June 6, 1986, to the
shareholders of record on June 6, 1986.
On May 9, 1996, the Board extended the term of the Rights to June 6, 2006,
and approved a number of amendments to and restated the Rights Agreement (the
"Amended and Restated Rights Agreement"), between the Company and First Chicago
Trust Company of New York, as successor Rights Agent (the "Rights Agent"). The
key provisions of the amendments extended the expiration date of the Rights
Agreement to June 6, 2006, increased the exercise price of the Rights to $175,
reduced to 20% the percentage ownership threshold at which the Rights issued
pursuant to the Amended and Restated Rights Agreement will become exercisable
for shares of the capital stock, par value $0.15 per share (the "Capital
Stock"), of the Company (or, in certain circumstances, other consideration), and
deleted an exception for all cash offers made to holders of all outstanding
shares.
On July 16, 1997, the Company entered into an Agreement and Plan of Merger
(the "Merger Agreement") with Burlington Resources Inc., a Delaware corporation
("Parent"), and BR Acquisition Corporation, a Maryland corporation and a wholly
owned subsidiary of Parent ("Sub"), pursuant to which Sub will be merged (the
"Merger") with and into the Company. In connection with the Merger Agreement,
the Company executed Amendment No. 1 to the Amended and Restated Rights
Agreement (the "Rights Amendment"). The Rights Amendment provides that an
Acquiring Person (as defined in the Amended and Restated Rights Agreement) will
not include Parent or Sub solely as a result of the execution of (A) the Merger
Agreement and (B) the stock option agreement (the "Option Agreement"), dated as
of July 16, 1997, between Parent and the Company, pursuant to which Parent was
granted the option to purchase shares of Capital Stock of the Company, and in
each case the consummation of the transactions contemplated thereby in
accordance with the terms thereof. The Rights Amendment also provides that no
Shares Acquisition Date, Triggering Event or Distribution Date (as such terms
are defined in the Amended and Restated Rights Agreement) shall occur in any
such case as the result of the approval, execution or delivery of the Merger
Agreement and the Option Agreement or the consummation of the transactions
contemplated thereby. The terms of the Rights are otherwise the same and are
summarized below.
Until the earlier to occur of (i) ten days following a public announcement
that a person or group of affiliated or associated persons (an Acquiring Person,
which definition shall not include Parent or Sub under the circumstances
described above, or any shareholder who inadvertently owns in excess of the
threshold solely because the Company decreased the total outstanding shares
through its stock repurchase program, so long as such inadvertent Acquiring
Person does not purchase an additional 1% or more of the shares of Capital
Stock) acquired, or obtained the right to acquire, beneficial ownership of 20%
or more of the outstanding shares of the Capital Stock or (ii) ten days
following the commencement, or announcement of an intention to make, a tender
offer or exchange offer by a person which, if consummated, would result in such
person becoming an Acquiring Person (the earlier of such dates being called the
"Distribution Date"), the Rights will be evidenced by such Capital Stock
certificate, with a copy of a Summary of Rights attached thereto. The Amended
and Restated Rights Agreement provides that, until the Distribution Date, the
Rights will be transferred with and only with the Capital Stock. Until the
Distribution Date (or earlier redemption or expiration of the Rights), Capital
Stock certificates issued upon transfer or new issuance of the Capital 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 of the Capital Stock certificates outstanding as
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of June 6, 1986, even without a copy of the Summary of Rights attached thereto,
constitute the transfer of the Rights associated with the Capital Stock
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 Capital Stock as of
the close of business on the Distribution Date and such separate Right
Certificates alone will evidence the Rights. The rights and underlying shares of
Capital Stock are listed on the New York Stock Exchange.
The Rights are not exercisable until the Distribution Date. The Rights will
expire on June 6, 2006, unless earlier redeemed by the Company as described
below.
The Purchase Price payable, and the number of shares of the Capital 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
Capital Stock, (ii) upon the grant to holders of the Capital Stock of certain
rights or warrants to subscribe for shares of the Capital Stock or convertible
securities at less than the current market price of the Capital Stock or (iii)
upon the distribution to holders of the Capital Stock of evidences of
indebtedness or assets (excluding regular periodic cash dividends out of
earnings or retained earnings at a rate not in excess of 125% of the rate of the
last cash dividend theretofore paid or dividends payable in the Capital Stock)
or of subscription rights or warrants (other than those referred to above).
In the event that the Company were acquired in a merger or other business
combination transaction or that 50% or more of its assets or earning power were
sold, proper provision shall be made so that each holder of a Right, other than
Rights that were or are beneficially owned by the Acquiring Person (which will
thereafter be void), shall thereafter have the right to receive, upon the
exercise thereof at the then current Purchase Price, that number of shares of
common stock of the Acquiring Person which at the time of such transaction would
have a market value of two times the Purchase Price. In the event that the
Company were the surviving corporation in a merger and its Capital Stock were
not changed or exchanged, or in the event that an Acquiring Person engages in
one of a number of self-dealing transactions specified in the Rights Agreement,
proper provision shall be made so that each holder of a Right other than Rights
that were or are beneficially owned by the Acquiring Person (which will
thereafter be void) shall thereafter have the right to receive, upon the
exercise thereof at the then current Purchase Price, that number of shares of
the Capital Stock (or in certain circumstances other securities, cash or
property) which at the time of such transaction would have a market value of two
times the Purchase Price. The Company may require the holders of the Rights to
exchange each of their Rights for one or more shares of Capital Stock (or cash,
property or securities of equivalent value).
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 Capital
Stock on the last trading date prior to the date of exercise.
At any time prior to 5:00 P.M. New York time on the tenth day following
public announcement that a person or group of affiliated or associated persons
has acquired beneficial ownership of 20% or more of the outstanding shares of
the Capital Stock of the Company (the "Shares Acquisition Date"), the Board of
Directors of the Company may redeem the Rights in whole, but not in part, at a
price of $0.01 per Right (the "Redemption Price") provided that, if such
redemption occurs on or after the Shares Acquisition Date, the Board shall be
entitled to so redeem the Rights only if such redemption is approved by a
majority of the Continuing Directors (as defined in the Rights Agreement).
Immediately upon the action of the Board of Directors of the Company electing to
<PAGE>
redeem the Rights, the Company shall make announcement thereof and, upon such
election, 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.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person who attempts to acquire the Company without
conditioning its offer on a substantial number of Rights being acquired. The
Rights will not affect a transaction approved by the Company prior to the
existence of an Acquiring Person, because the Rights can be redeemed before the
consummation of such transaction.
The form of the Rights Amendment between the Company and First Chicago
Trust Company of New York is attached hereto as an exhibit and is incorporated
herein by reference. The foregoing description of the Rights is qualified by
reference to the Amended and Restated Rights Agreement and the Rights Amendment,
which are exhibits hereto.
Item 2. Exhibits
4.1 Amended and Restated Rights Agreement dated as of May 9, 1986 between
the Company and First Chicago Trust Company of New York, as Rights
Agent (incorporated by reference to Exhibit 4 to the Company's Current
Report on Form 8-A dated May 10, 1996 - Commission File No. 1-959)
4.2 Amendment No. 1 to Amended and Restated Rights Agreement dated as of
July 17, 1997 between the Company and First Chicago Trust Company of
New York.
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this amendment to a registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized.
THE LOUISIANA LAND AND EXPLORATION COMPANY
By: /s/ Frederick J. Plaeger, II
Name: Frederick J. Plaeger, II
Title: Vice President, General Counsel and
Secretary
Date: July 18, 1997
<PAGE>
EXHIBIT INDEX
Exhibit Description
Number
4.2 Amendment No. 1 to Amended and Restated Rights Agreement dated as of
July 17, 1997 between the Company and First Chicago Trust Company of
New York.
Exhibit 4.2
AMENDMENT NO. 1 TO AMENDED AND RESTATED RIGHTS AGREEMENT
AMENDMENT NO. 1 TO AMENDED AND RESTATED RIGHTS AGREEMENT (the "Rights
Agreement"), dated as of May 9, 1996, between THE LOUISIANA LAND AND EXPLORATION
COMPANY, a Maryland corporation (the "Company"), and FIRST CHICAGO TRUST COMPANY
OF NEW YORK, a subsidiary of First Chicago NBD Corporation (the "Rights Agent").
W I T N E S S E T H
WHEREAS, the Company and the Rights Agent entered into the Rights Agreement
specifying the terms of the Rights (as defined therein);
WHEREAS, the Company intends to enter into the Agreement and Plan of Merger
(the "Merger Agreement"), dated as of July 16, 1997, by and among Burlington
Resources Inc., a Delaware corporation ("Parent"), BR Acquisition Corporation, a
Maryland corporation and a wholly owned subsidiary of Parent ("Sub"), and the
Company, relating to the combination of Parent and the Company pursuant to a
merger of Sub with and into the Company;
WHEREAS, pursuant to the Merger Agreement, the Company intends to enter
into a stock option agreement, dated as of July 16, 1997, between Parent and the
Company, pursuant to which Parent shall be granted the option to purchase shares
of capital stock, par value $.15 per share, of the Company; and
WHEREAS, the Company and the Rights Agent desire to amend the Rights
Agreement in accordance with Section 27 of the Rights Agreement and this
Amendment No. 1.
NOW, THEREFORE, in consideration of the premises and mutual agreements set
forth in the Rights Agreement and this Amendment No. 1, the parties hereby agree
as follows:
1. The Rights Agreement is amended by deleting the word "or" before "(ii)"
in the definition of Acquiring Person in Section 1(a) and adding a new clause
(iii) as follows:
", or (iii) Burlington Resources Inc., a Delaware corporation ("Parent"),
and BR Acquisition Corporation, a Maryland corporation and a wholly owned
subsidiary of Parent ("Sub"), solely as a result of the execution of (A)
the Agreement and Plan of Merger (the "Merger Agreement"), dated as of
July 16, 1997, by and among Parent, Sub and the Company, and (B) the stock
option agreement (the "Option Agreement"), dated as of July 16, 1997,
between Parent and the Company, and in each case the consummation of the
transactions contemplated thereby in accordance with the terms thereof."
2. The Rights Agreement is amended by adding a new Section 35 as follows:
"Section 35. Merger Agreement and Option Agreement. Notwithstanding any
provision herein to the contrary, neither Parent nor Sub shall be
considered an Acquiring Person under this Agreement and no Shares
Acquisition Date, Triggering Event or Distribution Date shall occur in any
such case as the result of the approval, execution or delivery of the
Merger Agreement and the Option Agreement or the consummation of the
transactions contemplated thereby."
3. This Amendment No. 1 may be executed in two counterparts, each of which
shall be deemed an original, but both which together shall constitute one and
the same instrument.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to
be duly executed as of July 17, 1997.
THE LOUISIANA LAND AND EXPLORATION COMPANY
By: /s/ Frederick J. Plaeger, II
------------------------------
Name: Frederick J. Plaeger, II
Title: Vice President, General Counsel and
Corporate Secretary
FIRST CHICAGO TRUST COMPANY OF NEW YORK
By: /s/ Laurence A. Woods
------------------------------
Name: Laurence A. Woods
Title: Vice President
