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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): August 27, 1997
NOBLE AFFILIATES, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-7062 73-0785597
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
110 West Broadway
Ardmore, Oklahoma 73401
(Address, including zip code, of principal executive offices)
Registrant's telephone number, including area code:
(405) 223-4110
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Item 5. OTHER EVENTS.
On August 27, 1997, the Board of Directors of Noble Affiliates, Inc.
(the "Company") authorized and declared a dividend of one Right (a "Right") for
each outstanding share of Common Stock, par value $3.33 1/3 per share ("Common
Stock"), of the Company (the "Common Shares"). The dividend is payable on
September 8, 1997 (the "Record Date") to the holders of record of the Common
Shares at the close of business on that date. In addition, the Company has
authorized the issuance of one Right with respect to each share of Common Stock
that shall become outstanding between the Record Date and the earliest of the
Distribution Date, the Redemption Date and the Final Expiration Date (as such
terms are hereinafter defined). When exercisable each Right entitles the
registered holder to purchase from the Company one-hundredth of a share of
Series A Junior Participating Preferred Stock, par value $1.00 per share, of
the Company (the "Preferred Shares"), at a price of $150.00 per one-hundredth
of a Preferred 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 Liberty Bank and Trust Company of
Oklahoma City, N.A., as Rights Agent (the "Rights Agent").
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") has acquired beneficial ownership of 15 percent or more of
the outstanding Common Shares and (ii) 10 business days (or such later date as
may be determined by action of the Board of Directors of the Company prior to
such time as any person or group of affiliated or associated persons becomes an
Acquiring Person) following the commencement of, or first public announcement
of an intention to commence, a tender offer or exchange offer the consummation
of which would result in the beneficial ownership by a person or group of
affiliated or associated persons of 15 percent or more of the outstanding
Common Shares (the earlier of such dates being herein referred to as 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 a Summary of Rights to Purchase Preferred
Shares ("Summary of Rights") in substantially the form attached to the Rights
Agreement as Exhibit C, attached thereto.
The Rights Agreement provides that, until the Distribution Date (or
earlier redemption or expiration of the Rights), 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 the Record Date, 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 outstanding on or
after the Record Date, even without such notation or a copy of the 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.
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The Rights are not exercisable until the Distribution Date. The
Rights will expire on September 8, 2007 (the "Final Expiration Date"), unless
the Final Expiration Date is extended or unless the Rights are earlier redeemed
or exchanged by the Company, in each case, as described below.
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-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.
Preferred Shares purchasable upon exercise of the Rights will not be
subject to redemption by the Company. Each Preferred Share will be entitled to
a minimum preferential quarterly dividend payment of $.01 per share but will be
entitled to an aggregate dividend of 100 multiplied times the dividend declared
per Common Share. In the event of liquidation, the holder of the Preferred
Shares will be entitled to a minimum preferential liquidation payment of $1.00
per share but will be entitled to an aggregate payment of 100 multiplied times
the payment made per Common Share. Each Preferred Share will have 100 votes,
voting together with the Common Shares. Finally, 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 multiplied times the amount
received per Common Share. These rights are protected by customary
antidilution provisions.
Because of the nature of the Preferred Shares' dividend, liquidation
and voting rights, the value of the one-hundredth interest in a Preferred
Share purchasable upon exercise of each Right should approximate the value of
one Common Share.
In the event that the Company is acquired in a merger or other
business combination transaction or 50 percent or more of its consolidated
assets or earning power are sold after a person or group of affiliated or
associated persons has become an Acquiring Person, 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 exercise price of the Right, 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 exercise price of
the Right. In the event that any person or group of
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affiliated or associated persons becomes 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 null and void and
nontransferable), will thereafter have the right to receive upon exercise that
number of Common Shares of the Company having a market value of two times the
exercise price of the Right.
At any time after any person or group of affiliated or associated
persons becomes an Acquiring Person and prior to the acquisition by such person
or group of 50 percent or more of the then outstanding Common Shares, the Board
of Directors of the Company may exchange the Rights (other than Rights owned by
such person or group which will have become null and void and nontransferable),
in whole or in part, at an exchange ratio of one Common Share, or one-hundredth
of a Preferred Share (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).
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least one
percent in such Purchase Price. The Company may, but shall not be required to,
issue fractions of a Preferred Share (other than one-hundredth of a Preferred
Share or any integral multiple thereof, which may, at the election of the
Company, be evidenced by depositary receipts) and in lieu thereof, an
adjustment in cash will be made based on the market price of the Preferred
Shares on the last trading day prior to the date of exercise.
At any time prior to the close of business on the tenth day following
a public announcement that an Acquiring Person has become such an Acquiring
Person, a majority of the Board of Directors of the Company may redeem the
Rights in whole, but not in part, at a price of $.01 per Right (the "Redemption
Price"). From and after the time that any person becomes an Acquiring Person,
the decision to redeem the Rights shall require the concurrence of a majority
of Continuing Directors (as defined below). 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. The time at which the
Rights are redeemed by the Company is herein referred to as the "Redemption
Date." Immediately upon any redemption of the Rights, the right to exercise
the Rights will terminate and the only right thereafter of the holders of
Rights will be to receive the Redemption Price.
The term "Continuing Director" means any member of the Board of
Directors of the Company who was a member of the Board prior to the time that
any person became an Acquiring Person, 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.
At any time prior to the Distribution Date and subject to the last two
sentences of this paragraph, 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, including without limitation an amendment to lower certain thresholds
described above to not less than the greater of (i) the sum of 0.001 percent
and the largest percentage of the outstanding Common Shares then known by the
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Company to be beneficially owned by any person or group of affiliated or
associated persons and (ii) 10 percent. From and after the Distribution Date
and subject to applicable law, 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 to, among other things, make any other provisions in regard to matters
under the Rights Agreement that the Company may deem necessary or desirable and
that shall 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). The terms of the Rights may not be amended to (i) reduce the
Redemption Price (except as required by antidilution provisions) or (ii)
provide for an earlier Final Expiration Date. From and after such time as any
person or group of affiliated or associated persons becomes an Acquiring Person
any amendment or supplement must be approved by a majority of Continuing
Directors.
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.
The Preferred Shares shall rank, with respect to the payment of
dividends and as to distributions of assets upon liquidation, dissolution or
winding up of the Company, junior to all other series of preferred stock of the
Company, unless the Board of Directors of the Company shall specifically
determine otherwise in fixing the powers, preferences and relative,
participating, optional and other special rights of the shares of any such
other series and the qualifications, limitations and restrictions thereof.
As of August 27, 1997, there were 56,879,472 Common Shares issued
and outstanding, 1,524,900 Common Shares in the treasury and an aggregate of
4,327,021 Common Shares reserved for issuance upon exercise of options either
currently outstanding or issuable under the 1992 Stock Option and Restricted
Stock Plan (and predecessor employee benefit plans) and 1988 Nonqualified Stock
Option Plan for Non-Employee Directors. One Right will be distributed to
holders of the Common Stock for each Common Share owned of record by them on
September 8, 1997. One Right will be issued with respect to each Common Share
that shall become outstanding between the Record Date and the earliest of the
Distribution Date, the Redemption Date and the Final Expiration Date. In
certain circumstances, the Company may issue Rights with respect to Common
Shares issued following the Distribution Date and prior to the earlier of the
Redemption Date and the Final Expiration Date. The Company's Board of
Directors has initially reserved for issuance upon exercise of the Rights
630,000 Preferred Shares, which number is subject to adjustment from
time-to-time in accordance with the Rights Agreement.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person that attempts to acquire the Company in a
manner or on terms not approved by the Board of Directors of the Company. The
Rights, however, should not deter any prospective offeror willing to negotiate
in good faith with the Board of Directors, nor should the Rights interfere with
any merger or business combination approved by the Board prior to an Acquiring
Person's acquiring 15 percent or more of the shares of Common Stock.
A copy of the Rights Agreement between the Company and the Rights
Agent specifying the terms of the Rights is filed as an Exhibit to the
Company's Registration Statement on Form 8-A filed
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with the Securities and Exchange Commission on August 28, 1997 and incorporated
herein by reference. A copy of the Rights Agreement is available free of
charge from the Company. The foregoing description of the Rights does not
purport to be complete and is qualified in its entirety by reference to the
Rights Agreement.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
<TABLE>
<CAPTION>
(c) Exhibits
Item Description
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<S> <C>
4.1 Rights Agreement, dated as of August 27, 1997,
between Noble Affiliates, Inc. and Liberty Bank
and Trust Company of Oklahoma City, N.A. (filed
as Exhibit 4.1 to the Company's Registration
Statement on Form 8-A filed on August 28, 1997
and incorporated herein by reference).
99.1 Press release, dated August 27, 1997.
</TABLE>
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SIGNATURE
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 thereunto duly authorized.
NOBLE AFFILIATES, INC.
Date: August 28, 1997 By: /s/ WILLIAM D. DICKSON
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William D. Dickson, Vice President-Finance
and Treasurer
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Description
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<S> <C>
4.1 Rights Agreement, dated as of August 27, 1997,
between Noble Affiliates, Inc. and Liberty Bank
and Trust Company of Oklahoma City, N.A. (filed
as Exhibit 4.1 to the Company's Registration
Statement on Form 8-A filed on August __, 1997
and incorporated herein by reference).
99.1 Press release, dated August 27, 1997.
</TABLE>
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EXHIBIT 99.1
NOBLE AFFILIATES, INC.
P. O. Box 1967
Ardmore, Oklahoma 73402
For more information, contact:
William D. Dickson - (405) 223-4110
FOR IMMEDIATE RELEASE:
NOBLE AFFILIATES, INC. ADOPTS STOCKHOLDER RIGHTS PLAN
ARDMORE, Oklahoma, August 27, 1997 -- Noble Affiliates, Inc. announced
today that its board of directors has adopted a stockholder rights plan. The
plan is designed to assure that the Company's stockholders receive fair and
equal treatment in the event of any proposed takeover of the Company and to
guard against partial tender offers and other abusive takeover tactics to gain
control of Noble Affiliates, Inc. without paying all stockholders a fair price.
Robert Kelley, Chairman, President and Chief Executive Officer of Noble
Affiliates, stated: "We do not know of any plan to accumulate Noble Affiliates'
capital stock for the purpose of obtaining control of the Company, and the
rights plan was not adopted in response to any specific takeover proposal. The
adoption of stockholder rights plans has become a common practice among United
States corporations. It enables a board of directors to better represent the
stockholders in a manner that will permit them to realize the long-term value
of their investment in the Company. The Noble Affiliates rights plan will not
and is not intended to prevent a takeover of the Company on terms that are fair
to, and are in the best interests of, all stockholders, but it should encourage
any person seeking to acquire the Company to negotiate with the Board prior to
attempting a takeover."
Under the Noble Affiliates rights plan, the Company has declared a
dividend of one right ("Right") on each share of Common Stock of the Company.
Each Right will entitle the holder to purchase one one-hundredth of a share of
a new Series A Junior Participating Preferred Stock, par
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value $1.00 per share, of the Company ("Preferred Shares") at an exercise price
of $150.00. The Rights are not currently exercisable and will become
exercisable only if a person or group acquires beneficial ownership of 15
percent or more of Noble Affiliates' outstanding Common Stock or announces a
tender offer or exchange offer the consummation of which would result in
beneficial ownership by a person or group of 15 percent or more of the
outstanding Common Stock. The Rights are subject to redemption by the Company
for $.01 per Right at any time prior to the tenth day after the first public
announcement of the acquisition by a person or group of beneficial ownership of
15 percent or more of the Company's Common Stock. In addition, the Board of
Directors is authorized to amend the Rights plan at any time prior to such time
as the Rights become exercisable.
If a person or group acquires beneficial ownership of 15 percent or more
of the Company's Common Stock, each Right will entitle its holder (other than
such person or members of such group) to purchase, at the Right's then current
exercise price, a number of Noble Affiliates' shares of Common Stock having a
market value of twice such price. In addition, if Noble Affiliates is acquired
in a merger or other business combination transaction after a person has
acquired beneficial ownership of 15 percent or more of the Company's Common
Stock, each Right will entitle its holder to purchase, at the Right's then
current exercise price, a number of the acquiring company's shares of common
stock having a market value of twice such price. Following the acquisition by
a person or group of beneficial ownership of 15 percent or more of the
Company's Common Stock and prior to an acquisition of beneficial ownership of
50 percent or more of the Company's Common Stock, the Board of Directors may
exchange the Rights (other than Rights owned by such person or group, which
will have become null and void and nontransferable), in whole or in part, at an
exchange ratio of one share of Common Stock (or one one-hundredth of a
Preferred Share) per Right.
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The dividend distribution will be made on September 8, 1997, payable to
stockholders of record at the close of business on that date. The Rights will
expire on September 8, 2007.
Further information regarding the Rights is contained in a letter that
will be mailed to all holders of the Company's Common Stock.
Noble Affiliates, Inc. is an independent energy company with exploration
and production operations throughout major basins in the United States,
including the Gulf of Mexico, as well as international operations primarily in
Argentina, China, Ecuador, Equatorial Guinea and the U.K. Sector of the North
Sea. Its common stock is listed on the NYSE under the symbols "NBL."
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