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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
LANDMARK GRAPHICS CORPORATION
(Name of Issuer)
COMMON STOCK, $.05 PAR VALUE
(Title of Class of Securities)
514913102
(CUSIP Number)
S. RUTT BRIDGES
7409 SOUTH ALTON COURT
SUITE 100
ENGLEWOOD, COLORADO 80112
(303) 796-0807
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
JUNE 30, 1996
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
(Continued on the following page(s))
Page 1 of 6 Pages
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CUSIP No. 514913102 SCHEDULE 13D Page 2 of 6 Pages
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1) Name of Reporting Person
S. S. or I. R. S. Identification No. of Above Person
S. Rutt Bridges
###-##-####
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2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
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3) SEC Use Only
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4) Source of Funds (See Instructions) PF
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5) Check if Disclosure of Legal Proceedings is Required Pursuant to Item
2(d) or 2(e) [ ]
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6) Citizenship or Place of Organization United States
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Number of (7) Sole Voting Power 1,753,629
Shares Bene- -----------------------------------------------------
ficially (8) Shared Voting Power
Owned by -----------------------------------------------------
Reporting (9) Sole Dispositive Power 1,753,629
Person With -----------------------------------------------------
(10) Shared Dispositive Power
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11) Aggregate Amount Beneficially Owned by Reporting Person 1,753,629
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [ ]
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13) Percent of Class Represented by Amount in Row (11) 10.0%
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14) Type of Reporting Person (See Instructions) IN
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PRELIMINARY NOTE
This statement on Schedule 13D constitutes Amendment No. 1 to that
Schedule 13D originally filed with the Securities and Exchange Commission (the
"Commission") on April 4, 1994 by S. Rutt Bridges.
ITEM 1. SECURITY AND ISSUER
This statement relates to the Common Stock, par value $0.05 per share
(the "Common Stock"), of Landmark Graphics Corporation, a Delaware corporation
(the "Company"). The address of the principal executive offices of the Company
is 15150 Memorial Drive, Houston, Texas 77079-4304.
ITEM 2. IDENTITY AND BACKGROUND
This statement is filed by S. Rutt Bridges. The business address of
Mr. Bridges is 7409 South Alton Court, Suite 100, Englewood, Colorado 80112.
The present principal occupation and employment of Mr. Bridges, who is a
citizen of the United States, is as the Chief Technology Officer and a member
of the Board of Directors of the Company. The address of the Company is 15150
Memorial Drive, Houston, Texas 77079-4304.
During the last five years, Mr. Bridges has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
During the last five years, Mr. Bridges has not been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction
resulting in a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or state securities
laws or a finding of any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On March 25, 1994, S. Rutt Bridges acquired 1,753,629 shares of the
Company's Common Stock. The shares of Common Stock were acquired in connection
with the Company's acquisition by merger of Advance Geophysical Corporation and
were issued in exchange for the shares of common stock ("Advance Common
Stock"), no par value per share, of Advance Geophysical Corporation owned by
Mr. Bridges. Mr. Bridges acquired his shares of Advance Common Stock with
personal funds.
ITEM 4. PURPOSE OF TRANSACTION
S. Rutt Bridges acquired the 1,753,629 shares of the Company's Common
Stock in exchange for 750,000 shares of Advance Common Stock.
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On June 30, 1996, the Company entered into an Agreement and Plan of
Merger (the "Merger Agreement"), providing for the merger (the "Merger") of the
Company with and into a wholly owned subsidiary of Halliburton Company
("Acquirer"). Simultaneous with the Company's execution of the Merger
Agreement, Mr. Bridges entered into a Voting Agreement (the "Voting Agreement")
with Acquirer, providing for, among other things, certain restrictions on the
ability of Mr. Bridges and any person controlled by Mr. Bridges or any
affiliate or associate thereof, other than the Company (collectively, the
"Stockholder Group"), to transfer or otherwise dispose of, or grant a proxy
with respect to, any shares of the Company's Common Stock beneficially owned by
the Stockholder Group (the "Company Shares"), grant an option with respect to
any Company Shares or enter into any other agreement with respect to any of the
Company Shares. The Voting Agreement further provides that Mr. Bridges will
vote, and will cause each member of the Stockholder Group to vote, all Company
Shares beneficially owned by such persons in favor of the Merger and against
any proposal that may interfere or be inconsistent with the Merger.
Except to the extent indicated above, Mr. Bridges does not have any
plans or proposals that would result in:
(a) The acquisition by any person of additional securities of
the Company, or the disposition of securities of the
Company, except that, in his capacity as an officer and
director of the Company, Mr. Bridges may, from time to time,
receive securities of the Company as compensation;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any
of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the
Company or any of its subsidiaries;
(d) Any change in the present board of directors or management
of the Company, including any plans or proposals to change
the number of term of directors or to fill any existing
vacancies on the board;
(e) Any material change in the present capitalization or
dividend policy of the Company;
(f) Any other material change in the Company's business or
corporate structure;
(g) Changes in the charter or bylaws of the Company or other
actions which may impede the acquisition of control of the
Company by any person;
(h) Causing a class of securities of the Company to be delisted
from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system
of a registered national securities association;
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(i) A class of equity securities of the Company becoming
eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of 1934; or
(j) Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
S. Rutt Bridges directly owns 1,753,629 shares of the Company's Common
Stock, which constitutes beneficial ownership of approximately 10.0% of the
outstanding shares of the Company's Common Stock. Mr. Bridges has sole power
to vote or to direct the vote and sole power to dispose or to direct the
disposition of all of the 1,753,629 shares of Common Stock he directly owns.
In the 60 days preceding July 1, 1996, Mr. Bridges did not effect any
transactions in the Company's Common Stock.
No other person has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the securities
covered by this Schedule 13D.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
The following agreements have been entered into by Mr. Bridges with
respect to securities of the Company, which agreements are incorporated herein
by this reference:
Registration Rights Agreement, dated March 25, 1994, by and among the
Company, Mr. Bridges and the former shareholders and certain employees
of Advance Geophysical Corporation.
Voting Agreement, dated as of June 30, 1996, by and between Mr.
Bridges and Halliburton Company.
The information set forth under Item 4 in this Amendment No. 1 to
Schedule 13D is incorporated herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1 - Registration Rights Agreement, dated March 25, 1994,
by and among the Company, the former shareholders of
Advance Geophysical Corporation and certain employees
of Advance Geophysical Corporation. (Filed as Exhibit
1 to the original Schedule 13D.)
Exhibit 2 - Voting Agreement, dated as of June 30, 1996, between
Halliburton Company and S. Rutt Bridges.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
July 1, 1996 /s/ S. Rutt Bridges
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S. Rutt Bridges
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<S> <C>
Exhibit 2 - Voting Agreement, dated as of June 30, 1996, between
Halliburton Company and S. Rutt Bridges.
</TABLE>
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Exhibit 2
VOTING AGREEMENT
VOTING AGREEMENT ("Agreement") dated as of June 30, 1996, between
Halliburton Company, a Delaware corporation (the "Acquiror"), and S. Rutt
Bridges and Barbara Ann Bridges (the "Stockholders"), holders of shares of
common stock, par value $0.05 per share, of Landmark Graphics Corporation, a
Delaware corporation (the "Company").
RECITALS:
The Stockholders beneficially own an aggregate of 1,971,263 shares
(together with any additional shares as to which beneficial ownership is
acquired by any member of the Stockholder Group described below, the "Company
Shares") of common stock, par value $0.05 per share ("Company Common Stock"),
of the Company.
The Acquiror is prepared to enter into an Agreement and Plan of Merger
with the Company (the "Merger Agreement") providing for the merger of the
Company with and into a wholly-owned subsidiary of the Acquiror and the
conversion in such merger of each share of Company Common Stock into the number
of shares of the Common Stock, par value $2.50 per share, of the Acquiror set
forth in the Merger Agreement (the "Merger").
To facilitate the Merger, the Stockholders are willing to enter into
certain arrangements with respect to the Company Shares.
NOW, THEREFORE, in consideration of the premises set forth above, the
mutual promises set forth below, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. Stockholders' Support of the Merger. From the date hereof
until February 28, 1997, or, if earlier, termination of the Merger Agreement:
(a) Except as contemplated by the Merger Agreement,
neither the Stockholders nor any Person controlled by either
Stockholder or any Affiliate or Associate thereof, other than the
Company and its subsidiaries (collectively, the "Stockholder Group"),
will, directly or indirectly, sell, transfer, pledge or otherwise
dispose of, or grant a proxy with respect to, any Company Shares to
any Person other than any member of the Stockholder Group or the
Acquiror or its designee, or grant an option with respect to any of
the Company Shares or enter into any other agreement or arrangement
with respect to any of the Company Shares.
(b) The Stockholders agree that the Stockholders will
vote, and will cause each member of the Stockholder Group to vote, all
Company Shares beneficially owned by such Persons (i) in favor of the
Merger and (ii) subject to the provisions of paragraph (c) below,
against any combination proposal or other matter that may interfere or
be inconsistent with the Merger (including without limitation a
Competing Transaction).
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(c) The Stockholders agree that, if reasonably requested
by the Acquiror in order to facilitate the Merger, they will not, and
they will cause each member of the Stockholder Group not to, attend or
vote any Company Shares beneficially owned by any such Person at any
annual or special meeting of stockholders or execute any written
consent of stockholders.
(d) The Stockholders hereby consent to the Acquiror's
announcement in any press release, public filing, advertisement or
other document, that the Stockholders have entered into this
Agreement.
(e) To the extent inconsistent with the provisions of
this Section 1, each member of the Stockholder Group hereby revokes
any and all proxies with respect to such member's Company Shares or
any other voting securities of the Company.
2. Miscellaneous
(a) The Stockholders, on the one hand, and the Acquiror,
on the other, acknowledge and agree that irreparable damage would
occur if any of the provisions of this Agreement were not performed in
accordance with their specific terms or were otherwise breached. It
is accordingly agreed that the parties hereto shall be entitled to an
injunction or injunctions to prevent breaches of the provisions of
this Agreement and to enforce specifically the terms and provisions
hereof in any court of the United States or any state thereof having
jurisdiction, in addition to any other remedies to which they may be
entitled at law or equity.
(b) Descriptive headings are for convenience only and
shall not control or affect the meaning or construction of any
provision of this Agreement.
(c) All notices, consents, requests, instructions,
approvals and other communications provided for herein shall be
validly given, made or served, if in writing and delivered personally,
by telecopier (subject to receipt of electronic confirmation) or sent
by registered mail, postage prepaid:
If to the Acquiror:
Halliburton Company
3600 Lincoln Plaza
500 North Akard Street
Dallas, Texas 75201-3391
Attention: Lester L. Coleman, Executive Vice President
and General Counsel
Telecopier No.: (214) 978-2658
VOTING AGREEMENT
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with a copy to:
Vinson & Elkins L.L.P.
First City Tower
1001 Fannin
Houston, Texas 77002-6760
Attention: William E. Joor III
Telecopier No.: (713) 758-2346
If to the Stockholders:
S. Rutt Bridges
34 Silver Fox Circle
Greenwood Village, Colorado 80121
and
Barbara Ann Bridges
4200 East Plum Court
Greenwood Village, Colorado 80121
or to such other address or telecopier number as any party may, from
time to time, designate in a written notice given in a like manner.
Notice given by telecopier shall be deemed delivered on the day the
sender receives telecopier confirmation that such notice was received
at the telecopier number of the addressee. Notice given by mail as
set out above shall be deemed delivered three days after the date the
same is postmarked.
(d) From and after the termination of this Agreement, the
covenants of the parties set forth herein shall be of no further force
or effect and the parties shall be under no further obligation with
respect thereto.
(e) Definitions. For purposes of this Agreement, the
following terms shall have the following meanings:
(i) Affiliate. "Affiliate" shall have the
meaning ascribed to it in Rule 12b-2 of the General Rules and
Regulations under the Exchange Act, as in effect on the date
hereof.
(ii) Associate. "Associate" shall have the
meaning ascribed to it in Rule 12b-2 of the General Rules and
Regulations under the Exchange Act, as in effect on the date
hereof.
VOTING AGREEMENT
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(iii) Beneficial Owner. A person shall be deemed a
"beneficial owner" of or to have "beneficial ownership" of
Company Shares in accordance with the interpretations of the
term "beneficial ownership" as defined in Rule 13-d(3) under
the Exchange Act, as in effect on the date hereof, provided
that a Person shall be deemed to be the beneficial owner of,
and to have beneficial ownership of, Company Shares that such
Person or any Affiliate of such Person has the right to
acquire (whether such right is exercisable immediately or only
after the passage of time) pursuant to any agreement,
arrangement or understanding or upon the exercise of
conversion rights, exchange rights, warrant, options or
otherwise.
(iv) Exchange Act. "Exchange Act" shall mean the
Securities Exchange Act of 1934, as amended.
(v) Person. A "Person" shall mean any
individual, firm, corporation, partnership, trust, limited
liability company or other entity.
(vi) Significant Subsidiary. "Significant
Subsidiary" shall have the meaning ascribed to it in Rule 1-02
of SEC Regulation S-X as in effect on the date hereof.
(g) Due Authorization; No Conflicts. The Stockholders
hereby represent and warrant to the Acquiror as follows: The
Stockholders have full power and authority to enter into this
Agreement; neither the execution or delivery of this Agreement nor the
consummation of the transactions contemplated herein will (a) conflict
with or result in a breach, default or violation of (i) any of the
terms, provisions or conditions of the certificate of incorporation or
bylaws of any member of the Stockholder Group or (ii) any agreement,
proxy, document, instrument, judgment, decree, order, governmental
permit, certificate, license, law, statute, rule or regulation to
which any member of the Stockholder Group is a party or to which it is
subject, (b) result in the creation of any lien, charge or other
encumbrance on any shares of Company Common Stock or (c) require any
member of the Stockholder Group to obtain the consent of any private
nongovernmental third party; no consent, action, approval or
authorization of, or registration, declaration or filing with, any
governmental department, commission, agency or other instrumentality
or any other person or entity is required to authorize, or is
otherwise required in connection with, the execution and delivery of
this Agreement (with the exception of an Amended Schedule 13D to be
filed by the Stockholders pursuant to the Securities Exchange Act of
1934, as amended) or the Stockholders' performance of the terms of
this Agreement or the validity or enforceability of this Agreement;
neither Stockholder has any plan or intention to sell or otherwise
dispose of any shares of Acquiror Common Stock to be received by the
undersigned pursuant to the Merger.
(h) Successors and Assigns. This Agreement shall be
binding upon, and inure to the benefit of, the parties hereto and
their respective heirs, personal representatives,
VOTING AGREEMENT
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successors, assigns and Affiliates, but shall not be assignable by
either party hereto without the prior written consent of the other
party hereto.
(i) Waiver. No party may waive any of the terms or
conditions of this Agreement except by a duly signed writing referring
to the specific provision to be waived.
(j) Governing Law. This Agreement shall be governed by,
and construed in accordance with, the laws of the State of Texas,
regardless of the laws that might otherwise govern under applicable
principles of conflicts of law; provided, however, that any matter
involving the internal corporate affairs of any party hereto shall be
governed by the provisions of the General Corporation Law of the State
of Delaware.
(k) Entire Agreement. This Agreement constitutes the
entire agreement and supersedes all other and prior agreements and
understandings, both written and oral, among the parties hereto and
their Affiliates.
(l) Counterparts. This Agreement may be executed in two
or more counterparts, each of which shall be deemed an original but
all of which shall constitute one and the same instrument.
VOTING AGREEMENT
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IN WITNESS WHEREOF, the Stockholders have each executed this Agreement
and the Acquiror has caused this Agreement to be duly executed by an officer,
thereunto duly authorized, all as of the day and year first above written.
HALLIBURTON COMPANY
By:
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Lester L. Coleman
Executive Vice President and
General Counsel
STOCKHOLDERS
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S. Rutt Bridges
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Barbara Ann Bridges
VOTING AGREEMENT
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