FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
PENNZOIL COMPANY
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
74-1597290
(IRS Employer Identification No.)
Pennzoil Place, P.O. Box 2967, Houston, Texas 77252-2967
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
- ---------------------------------- ------------------------------
Rights to Purchase Preferred Stock New York Stock Exchange
Pacific Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
<PAGE>
Item 1. Description of Registrant's Securities to be
Registered.
Effective October 28, 1994, the Board of Directors of Pennzoil
Company (the "Company") declared a dividend of one right to
purchase preferred stock ("Right") for each outstanding share of
the Company's Common Stock, par value $0.83 1/3 per share ("Common
Stock"), to stockholders of record at the close of business on
November 11, 1994. 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 A Junior Participating Preferred
Stock, par value $1.00 per share (the "Preferred Stock"), at a
purchase price of $140 per Unit, subject to adjustment (the
"Purchase Price"). The description and terms of the Rights are
set forth in a Rights Agreement dated as of October 28, 1994 as
it may from time to time be supplemented or amended (the "Rights
Agreement") between the Company and Chemical Bank, as Rights
Agent.
Initially, the Rights will be attached to all
certificates representing outstanding shares of Common Stock, and
no separate certificates for the Rights ("Rights Certificates")
will be distributed. The Rights will separate from the Common
Stock and a "Distribution Date" will occur upon the earlier of
(i) ten 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 date of the announcement being the "Stock Acquisition
Date"), or (ii) ten business days (or such later date as may be
determined by the Company's Board of Directors before the
Distribution Date occurs) following the commencement of a tender
offer or exchange offer that would result in a person's becoming
an Acquiring Person. Certain inadvertent acquisitions will not
result in a person's becoming an Acquiring Person if the person
promptly divests itself of sufficient Common Stock. Until the
Distribution Date, (a) the Rights will be evidenced by the Common
Stock certificates (together with a copy of a Summary of Rights
or bearing the notation referred to below) and will be
transferred with and only with such Common Stock certificates,
(b) new Common Stock certificates issued after November 11, 1994
will contain a notation incorporating the Rights Agreement by
reference and (c) the surrender for transfer of any certificate
for Common Stock (with or without a copy of the Summary of
Rights) 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 October 28,
1999, unless earlier redeemed or exchanged by the Company as
described below.
As soon as practicable after the Distribution Date,
Rights Certificates will be mailed to holders of record of Common
Stock as of the close of business on the Distribution Date and,
from and after the Distribution Date, the separate Rights
Certificates alone will represent the Rights. All shares of
Common Stock issued prior to the Distribution Date will be issued
with Rights. Shares of Common Stock issued after the
Distribution Date in connection with certain employee benefit
plans or upon conversion of certain securities will be issued
with Rights. Except as otherwise determined by the Board of
Directors, no other shares of Common Stock issued after the
Distribution Date will be issued with Rights.
In the event (a "Flip-In Event") that a person becomes
an Acquiring Person (except pursuant to a tender or exchange
offer for all outstanding shares of Common Stock at a price and
on terms that a majority of the independent directors of the
Company determines to be fair to and otherwise in the best
interests of the Company and its stockholders (a "Permitted
Offer")), each holder of a Right will thereafter have the right
to receive, upon exercise of such Right, a number of shares of
Common Stock (or, in certain circumstances, cash, property or
other securities of the Company) having a Current Market Price
(as defined in the Rights Agreement) equal to two times the
exercise price of the Right. Notwithstanding the foregoing,
following the occurrence of any Flip-In Event, all Rights that
are, or (under certain circumstances specified in the Rights
Agreement) were, beneficially owned by or transferred to any
Acquiring Person (or by certain related parties) will be null and
void in the circumstances set forth in the Rights Agreement.
However, Rights are not exercisable following the occurrence of
any Flip-In Event until such time as the Rights are no longer
redeemable by the Company as set forth below.
For example, at an exercise price of $140 per Right,
each Right not owned by an Acquiring Person (or by certain
related parties) following an event set forth in the preceding
paragraph would entitle its holder to purchase $280 worth of
Common Stock (or other consideration, as noted above), based upon
its then Current Market Price, for $140. Assuming that the
Common Stock had a Current Market Price of $50 per share at such
time, the holder of each valid Right would be entitled to
purchase 5.6 shares of Common Stock for $140.
In the event (a "Flip-Over Event") that, at any time
from and after the time an Acquiring Person becomes such, (i) the
Company is acquired in a merger or other business combination
transaction (other than certain mergers that follow a Permitted
Offer), or (ii) 50% or more of the Company's assets or earning
power is sold or transferred, each holder of a Right (except
Rights that previously have been voided as set forth above) shall
thereafter have the right to receive, upon exercise, a number of
shares of common stock of the acquiring company having a Current
Market Price equal to two times the exercise price of the Right.
Flip-In Events and Flip-Over Events are collectively referred to
as "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 are required
to be issued and, in lieu thereof, an adjustment in cash may be
made based on the market price of the Preferred Stock on the last
trading date prior to the date of exercise. Pursuant to the
Rights Agreement, the Company reserves the right to require prior
to the occurrence of a Triggering Event that, upon any exercise
of Rights, a number of Rights be exercised so that only whole
shares of Preferred Stock will be issued.
At any time until ten days following the first date of
public announcement of the occurrence of a Flip-In Event, the
Company may redeem the Rights in whole, but not in part, at a
price of $.01 per Right, payable, at the option of the Company,
in cash, shares of Common Stock or such other consideration as
the Board of Directors may determine. Immediately upon the
effectiveness of 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 $.01
redemption price.
At any time after the occurrence of a Flip-In Event and
prior to a person's becoming the beneficial owner of 50% or more
of the shares of Common Stock then outstanding, the Company may
exchange the Rights (other than Rights owned by an Acquiring
Person or an affiliate or an associate of an Acquiring Person,
which will have become void), in whole or in part, at an exchange
ratio of one share of Common Stock, and/or other equity
securities deemed to have the same value as one share of Common
Stock, per Right, subject to adjustment.
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 should 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 the common stock of
the acquiring company as set forth above or are exchanged as
provided in the preceding paragraph.
Other than the redemption price, any of the provisions
of the Rights Agreement may be amended by the Board of Directors
of the Company as long as the Rights are redeemable.
Thereafter, the provisions of the Rights Agreement may be amended
by the Board of Directors in order to cure any ambiguity, defect
or inconsistency, to make changes that do not materially
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 lengthen the time period governing
redemption shall be made at such time as the Rights are not
redeemable.
A copy of the Rights Agreement, specifying the terms of
the Rights, which includes as exhibits the Form of Certificate of
Designations of Series A Junior Participating Preferred Stock,
the Form of Rights Certificate and the Summary of Rights to
Purchase Preferred Stock, has been filed with the Securities and
Exchange Commission as Exhibit 1 hereto. A copy of the Rights
Agreement is available free of charge from the Company. This
summary description of the Rights does not purport to be complete
and is qualified in its entirety by reference to the Rights
Agreement, which is incorporated herein by reference.
The Rights will have certain anti-takeover effects.
The Rights will cause substantial dilution to any person or group
that attempts to acquire the Company without the approval of the
Company's Board of Directors. As a result, the overall effect of
the Rights may be to render more difficult or discourage any
attempt to acquire the Company even if such acquisition may be
favorable to the interests of the Company's stockholders.
Because the Company's Board of Directors can redeem the Rights or
approve a Permitted Offer, the Rights should not interfere with a
merger or other business combination approved by the Board of
Directors of the Company.
Item 2. Exhibits.
1. Rights Agreement dated as
of October 28, 1994 between
Pennzoil Company and Chemical Bank,
as Rights Agent, which includes as
Exhibit A the Form of Certificate
of Designations of Series A Junior
Participating Preferred Stock of
Pennzoil Company, as Exhibit B the
Form of Rights Certificate, and as
Exhibit C the Summary of Rights to
Purchase Preferred Stock
(incorporated by reference to
Pennzoil Company's Current Report
on Form 8-K dated October 28, 1994
(SEC File No. 1-5591, Exhibit 1)).
(Pursuant to the Rights Agreement,
Rights Certificates will not be
mailed to holders of Rights until
after the Distribution Date (as
defined in the Rights Agreement).)
SIGNATURE
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.
PENNZOIL COMPANY
Date: October 31, 1994 By: /s/ DAVID P. ALDERSON, II
David P. Alderson, II
Group Vice President
