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FORM 8-A/A
(AMENDMENT NO. 1)
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 or organization)
74-1597290
(IRS Employer Identification No.)
P. O. Box 2967, Houston, Texas 77252-2967
(Address of principal executive offices) (Zip Code)
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class to be so registered which each class is to be registered
Rights to Purchase Preferred Stock New York Stock Exchange
Pacific Stock Exchange
If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c), check the following box. [ ]
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d), check the following box. [ ]
Securities Act registration statement file number to which this
form relates: (if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
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On April 17, 1998, Pennzoil Company (the "Company") amended the
Company's Rights Agreement dated October 28, 1994 (the "Rights Agreement") to
incorporate an exception for certain "Qualifying Offers". To reflect that
amendment, Items 1 and 2 of the Registration Statement on Form 8-A filed by
the Company on October 31, 1994 are hereby amended to read in their entirety
as follows:
Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Effective on 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, (the "Rights Agreement") between the
Company and Chemical Bank, as Rights Agent (now succeeded by The Chase
Manhattan Bank, as successor Rights Agent), as amended by Amendment No. 1 to
Rights Agreement, dated as of April 17, 1998.
TRANSFER AND DETACHMENT; ACQUIRING PERSON
Initially, the Rights are attached to all certificates representing
outstanding shares of Common Stock, and no separate certificates for the Rights
("Rights Certificates") have been or 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, other than pursuant to a Qualifying Offer
(as hereinafter defined) (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.
A "Qualifying Offer" is defined in the Rights Agreement to mean an
all-cash tender offer for all outstanding shares of Common Stock which meets all
of the following requirements:
(a) FULLY FINANCED. The person or group making the tender offer
must, prior to or upon commencing the offer, have provided the Company firm
written commitments from responsible financial institutions, accepted by
such person or
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group, to provide funds for the offer which, when added to the amount of
cash and cash equivalents which such person or group then has available and
has irrevocably committed to be used for the purpose, will be sufficient to
pay for all shares outstanding on a fully diluted basis and all related
expenses. The financing commitments must be subject only to customary
terms and conditions, which may not include (i) conditions requiring
access by the financial institutions to non-public information to be
provided by the Company, (ii) conditions based on the accuracy of any
information concerning the Company other than such as would be the subject
of representations in a public financing by the Company, or (iii)
conditions requiring the Company to make any representations, warranties or
covenants in connection with the financing.
(b) TWO-THIRDS REQUIREMENT. The person or group making the
tender offer must own, immediately after consummating the offer, at least
two-thirds of the then outstanding shares of Common Stock.
(c) 35% PREMIUM. The price per share offered in the offer
must be at least 35% above the average closing price of the Common Stock
for the 20 consecutive trading days ending on the fourth trading day
preceding the commencement of the offer. If another tender offer is
commenced during the pendency of a Qualifying Offer, the competing
offer will constitute a Qualifying Offer if the per share price offered is
at least 10% higher than the price offered in the first offer and the other
requirements for a Qualifying Offer are satisfied.
(d) DURATION AND CONDITIONS. The offer must remain open for at
least 60 business days and must be extended for at least 20 business days
after the last increase in the price offered and after any bona fide higher
alternative offer is made. The offer must be subject only to customary
terms and conditions, which may in no event include any satisfaction of any
conditions relating to the business, financial condition, results of
operations or prospects of the Company other than such as are based on
information publicly disclosed by the Company.
(e) SECOND STEP COMMITMENT. The person or group making the
tender offer must irrevocably commit, prior to or upon commencement of the
offer, (i) to consummate promptly upon completion of the offer an all-cash
transaction whereby all shares not tendered in the offer will be acquired
at the same price per share paid pursuant to the offer, and otherwise not
to purchase any shares of Common Stock following completion of the offer,
(ii) that such person or group will not materially amend the terms of the
offer (other than an increase in the price offered) and (iii) that such
person or group will not make an offer for any equity securities of the
Company for six months after the commencement of the original offer if the
original offer does not result in the tender of the required minimum of
two-thirds of the outstanding shares, except in certain circumstances
involving the making by an unrelated party of a competing offer which
constitutes a Qualifying Offer under the provisions described in
paragraph (c) above.
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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. 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.
EXERCISABILITY
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.
RIGHT TO ACQUIRE STOCK AT HALF PRICE
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 $80 per share at such time, the holder of each valid
Right would be entitled to purchase 3.5 shares of Common Stock for $140.
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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."
ADJUSTMENTS
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.
REDEMPTION OR EXCHANGE
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.
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NO RIGHTS AS STOCKHOLDER UNTIL EXERCISE
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.
AMENDMENT
The Rights Agreement provides that 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, except that no amendment may be made that decreases the
redemption price. 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.
RIGHTS AGREEMENT
Copies of the Rights Agreement and Amendment No. 1 thereto have been
filed with the Securities and Exchange Commission as exhibits to this
Registration Statement on Form 8-A. A copy of the Rights Agreement, as amended,
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, as amended, which is incorporated herein by
reference.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to any person or group that attempts to acquire the
Company, other than pursuant to a Qualifying Offer, without the approval of the
Company's Board of Directors. 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.
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Item 2. EXHIBITS
1. Amendment No. 1 to Rights Agreement dated as of April 17, 1998
between Pennzoil Company and The Chase Manhattan Bank, as
successor Rights Agent.
2. 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 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).)
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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: April 17, 1998 By: /s/ DAVID P. ALDERSON, II
---------------------------
David P. Alderson, II
Group Vice President -
Finance & Accounting
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AMENDMENT NO. 1 TO RIGHTS AGREEMENT
This AMENDMENT NO. 1, dated as of April 17, 1998, is between PENNZOIL
COMPANY, a Delaware corporation (the "Company"), and THE CHASE MANHATTAN BANK,
as successor Rights Agent (the "Bank").
WHEREAS, the Company and Chemical Bank, as Rights Agent, entered into a
Rights Agreement dated as of October 28, 1994 (the "Rights Agreement");
WHEREAS, pursuant to Section 19(a) of the Rights Agreement, the Bank as
successor to Chemical Bank is the successor Rights Agent under the Rights
Agreement;
WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company
desires to amend the Rights Agreement as set forth below;
NOW, THEREFORE, the Rights Agreement is hereby amended as follows:
1. AMENDMENT OF SECTION 1.
a. Section 1 of the Rights Agreement is amended by deleting the
first proviso contained in the definition of "Acquiring Person" and substituting
in lieu thereof the following:
"PROVIDED, however, that a Person shall not become an Acquiring Person
if such Person, together with its Affiliates and Associates, shall
become the Beneficial Owner of 15% or more of the shares of Common
Stock then outstanding (i) solely as a result of a reduction in the
number of shares of Common Stock outstanding due to the repurchase of
Common Stock by the Company, unless and until such time as such Person
or any Affiliate or Associate of such Person shall purchase or
otherwise become the Beneficial Owner of additional shares of Common
Stock constituting 1% or more of the then outstanding shares of Common
Stock or any other Person (or Persons) who is (or collectively are)
the Beneficial Owner of shares of Common Stock constituting 1% or more
of the then outstanding shares of Common Stock shall become an
Affiliate or Associate of such Person, or (ii) pursuant to a
Qualifying Offer;"
b. Section 1 of the Rights Agreement is amended by adding thereto,
following the definition of "Purchase Price" and prior to the definition of
"Record Date", the following:
"'Qualifying Offer' shall mean an all-cash tender offer for all
outstanding shares of Common Stock which meets all of the following
requirements:
(i) the Person or group making the tender offer must,
prior to or upon commencing such offer, have provided the Company firm
written commitments
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from responsible financial institutions, which have been accepted by such
Person or group, to provide, subject only to customary terms and conditions
(which shall in no event include conditions requiring access by such
financial institutions to non-public information to be provided by the
Company, conditions based on the accuracy of any information concerning the
Company other than such as would be the subject of representations and
warranties in a public financing by the Company, or conditions requiring
the Company to make any representations, warranties or covenants in
connection with such financing) funds for such offer which, when added to
the amount of cash and cash equivalents which such Person or group then has
available and has irrevocably committed in writing to the Company to
utilize for purposes of the offer if consummated, and to set apart and
maintain available for such purposes until the offer is consummated or
withdrawn, will be sufficient to pay for all shares outstanding on a fully
diluted basis and all related expenses;
(ii) such Person or group must own, after consummating
such offer, at least two-thirds of the then outstanding shares of
Common Stock;
(iii) the price per share offered in such offer must be
at least 35% above the average Closing Price of the Common Stock for
the 20 consecutive Trading Days ending on the fourth Trading Day
preceding the commencement of the offer, provided that if another
tender offer for shares of Common Stock (a "Competing Offer") is
commenced during the pendency of a Qualifying Offer (the "First
Offer"), such Competing Offer shall constitute a Qualifying Offer only
if, in addition to satisfying the requirements of clauses (i), (ii),
(iv) and (v) hereof, the per share price offered in such Competing
Offer is at least 10% higher than the per share price offered in the
First Offer;
(iv) such offer must remain open for at least 60
Business Days and must be extended for at least 20 Business Days after
the last increase in the price offered and after any bona fide higher
alternative offer is made and shall be subject only to customary terms
and conditions, which shall in no event include satisfaction of any
conditions relating to the business, financial condition, results of
operations or prospects of the Company other than such as are based on
information publicly disclosed by the Company; and
(v) prior to or upon commencing such offer, such
Person or group must irrevocably commit in writing to the Company and
in the offer to purchase relating to the offer:
(A) to consummate promptly upon completion of the
offer an all-cash transaction whereby all shares of Common Stock not
tendered into the offer will be acquired at the same price per share
paid pursuant to the offer, and otherwise not to purchase any shares
of Common Stock following completion of the offer,
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(B) that such Person or group will not materially
amend such offer, except to increase the price offered, and
(C) that such Person or group will not make any
offer for any equity securities of the Company for six months after
commencement of the original offer if the original offer does not
result in the tender of the number of shares required to be purchased
pursuant to clause (ii) above, unless a Competing Offer which meets
the conditions for a Qualifying Offer (including the proviso in clause
(iii) above) is commenced by another Person or Persons not affiliated
or associated with, acting in concert with, or instigated or financed
by, the Person or group making the original offer or with whom the
Person or group making the original offer has any agreement,
arrangement or understanding relating to the Company or any assets or
securities of it or any of its Subsidiaries."
2. AMENDMENT OF SECTION 13(d).
Section 13(d) of the Rights Agreement is amended by deleting the last
sentence thereof and substituting in lieu thereof the following:
"Upon consummation of any such transaction contemplated by this
Section 13(d) or a transaction contemplated by clause (v)(A) of the
definition of 'Qualifying Offer' contained in Section 1 hereof, all
Rights hereunder shall expire."
3. EFFECTIVENESS.
This Amendment No. 1 shall be deemed effective as of April 17, 1998 as if
executed by both parties hereto on such date. Except as amended hereby, the
Rights Agreement shall remain in full force and effect and shall be otherwise
unaffected hereby.
4. MISCELLANEOUS.
This Amendment No. 1 shall be deemed to be a contract made under the laws
of the State of Delaware and for all purposes shall be governed by and construed
in accordance with the laws of such state applicable to contracts to be made and
performed entirely within such state. This Amendment No.1 may be executed in
any number of counterparts, each of such counterparts shall for all purposes be
deemed to be an original, and all such counterparts shall together constitute
but one and the same instrument. If any term, provision, covenant or
restriction of this Amendment No. 1 is held by a court of competent jurisdiction
or other authority to be invalid, illegal, or unenforceable, the remainder of
the terms, provisions, covenants and restrictions of this Amendment No. 1 shall
remain in full force and effect and shall in no way be affected, impaired or
invalidated.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to
be duly executed as of the date and year first above written.
PENNZOIL COMPANY
By: /s/ David P. Alderson, II
--------------------------------------
Name: David P. Alderson, II
Title: Group Vice President -
Finance & Accounting
THE CHASE MANHATTAN BANK,
as Rights Agent
By: /s/ Joseph A. Lifrieri
--------------------------------------
Name: Joseph A. Lifrieri
Title: SVP
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