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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 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
READING & BATES CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 1-5587 73-0642271
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
901 Threadneedle, Suite 200
Houston, Texas 77079
(address of principal executive offices)
Registrant's telephone number, including area code: (281) 496-5000
N/A
(Former name or former address, if changed since last report)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of exchange on
Title of each Class which each class is to
to be so registered be registered
Preferred Share Purchase Rights New York Stock Exchange
Pacific Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
On March 15, 1995, the Board of Directors of Reading & Bates
Corporation (the "Company") declared a dividend of one preferred share
purchase right (a "Right") for each outstanding share of common stock, par
value $.05 per share (the "Common Shares"), of the Company. The dividend is
payable on March 31, 1995 (the "Record Date") to the stockholders of record
on that date. Each Right entitles the registered holder to purchase from
the Company one one-hundredth of a share of Series B Junior Participating
Preferred Stock, par value $1.00 per share (the "Preferred Shares"), of the
Company at a price of $30.50 per one 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 dated as of March 15, 1995,
as the same may be amended from time to time (the "Rights Agreement"),
between the Company and American Stock Transfer & Trust Company, 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
have acquired beneficial ownership of 10% or more of the outstanding Common
Shares (an "Acquiring Person") or (ii) 10 business days (or such later date
as may be determined by action of the Board of Directors prior to such time
as any person or group of affiliated persons becomes an Acquiring Person)
following the commencement of, or announcement of an intention to make, a
tender offer or exchange offer the consummation of which would result in
the beneficial ownership by a person or group of 10% or more of the
outstanding Common Shares (the earlier of such dates being called 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 together with a copy of this Summary of Rights.
None of R&B Falcon Corporation, Falcon Drilling Company, Inc. or any
subsidiary of either of them shall be deemed to be an Acquiring Person as a
result of (i) the announcement of the "R&B Merger" as defined in the
Agreement and Plan of Merger, dated as of July 10, 1997 (the "Merger
Agreement"), among R&B Falcon Corporation, FDC Acquisition Corp., Reading &
Bates Acquisition Corp., Falcon Drilling Company, Inc. and the Company,
(ii) the acquisition of Common Shares of the Company pursuant to the R&B
Merger or the R&B Stock Option Agreement (as defined in the Merger
Agreement), dated as of July 10, 1997, entered into between the Company and
Falcon Drilling Company, Inc., (iii) the execution of the Merger Agreement
or the R&B Stock Option Agreement or (iv) the consummation of the R&B
Merger or of the other transactions contemplated in the Merger Agreement or
the R&B Stock Option Agreement.
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 as of the Record Date, even without such notation or a
copy of this Summary of Rights, 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.
The Rights are not exercisable until the Distribution Date. The
Distribution Date shall not be deemed to have occurred solely as the result
of (i) the announcement of the R&B Merger, (ii) the acquisition of Common
Shares of the Company pursuant to the R&B Merger or the R&B Stock Option
Agreement, (iii) the execution of the Merger Agreement or the R&B Stock
Option Agreement or (iv) the consummation of the R&B Merger or of the other
transactions contemplated in the Merger Agreement or the R&B Stock Option
Agreement. The Rights will expire on the earlier of March 31, 2005 or the
Effective Time, as such term is defined in the Merger Agrement
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(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
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 redeemable. Each Preferred Share will be entitled to a preferential
quarterly dividend payment equal to the greater of (i) $1 per share, and
(ii) 100 times the dividend declared per Common Share. In the event of
liquidation, the holders of the Preferred Shares will be entitled to a
preferential liquidation payment equal to the greater of (i) $100 per
share, and (ii) 100 times the payment made per Common Share. Each Preferred
Share will have one vote, 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 times the amount received per Common Share. These rights are
protected by customary antidilution provisions.
Because of the nature of the Preferred Shares' dividend and
liquidation rights, the value of the one 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 any person or group of affiliated or associated
persons becomes an Acquiring Person, the Rights Agreement provides that
each holder of a Right, other than Rights beneficially owned by the
Acquiring Person (which will thereafter be void), will thereafter have the
right to receive upon exercise that number of Common Shares having a market
value of two times the exercise price of the Right. At any time after any
person or group becomes an Acquiring Person and prior to the acquisition by
such person or group of 50% or more of the 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 void), in
whole or in part, at an exchange ratio of one Common Share, or one
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).
The Rights Agreement provides that none of the Company's directors,
officers or financial advisers shall be deemed to beneficially own any
Common Shares owned by any other director, officer or financial adviser by
virtue of such persons acting in their capacities as such, including in
connection with the formulation and publication of the Board of Directors
recommendation of its position, and actions taken in furtherance thereof,
with respect to an acquisition proposal relating to the Company or a tender
or exchange offer for the Common Shares, including the Offer.
<PAGE>
In the event that the Company is acquired in a merger or other
business combination transaction or 50% or more of its consolidated assets
or earning power are sold after any person or group becomes 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.
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 Preferred Shares will be issued
(other than fractions which are integral multiples of one one- hundredth of
a Preferred Share, 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 such time as any person or group of affiliated
or associated persons becomes an Acquiring Person, 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"). The redemption of the Rights
may be made effective at such time on such basis with such conditions as
the Board of Directors in its sole discretion may establish. Immediately
upon any redemption of the Rights, the right to exercise the Rights will
terminate and the only right of the holders of Rights will be to receive
the Redemption Price.
The Rights Agreement provides that, if as of March 15, 1995 any
person or group of affiliated or associated persons beneficially own 10% or
more of the outstanding Common Shares, such person or group will not be
deemed to be or to have become an "Acquiring Person" until April 21, 1995,
and on such date will be deemed to be an "Acquiring Person" if, but only
if, as of such date, such person or group beneficially own 10% or more or
the outstanding Common Shares; provided, however, that if such person or
group shall, subsequent to March 15, 1995, acquire any additional Common
Shares, then such person or group shall thereupon be deemed an Acquiring
Person.
The terms of the Rights Agreement may be amended by the Board of
Directors of the Company without the consent of the holders of the Rights,
including, prior to the time any person or group becomes an Acquiring
Person, an amendment to (a) specifically exempt any person or group of
affiliated or associated persons from being or being deemed to be an
"Acquiring Person", subject to such terms and conditions as the Company
deem appropriate, (b) fix a Final Expiration Date later than the earlier of
March 31, 2005 or the Effective Time or (c) increase the Purchase Price.
From and after such time as any person or group of affiliated or associated
persons becomes an Acquiring Person, no such amendment may adversely affect
the interests of the holders of the Rights (other than the Acquiring Person
and its affiliates and associates). In addition, if as of the close of
business on March 15, 1995 any person or group of affiliated or associated
persons beneficially owned 10% or more of the Common Shares then
outstanding, the Rights Agreement may be amended at any time prior to April
21, 1995, to exempt such person from being deemed to be or to have become
an "Acquiring Person" (but only if such person does not acquire any
additional Common Shares subsequent to March 15, 1995), subject to such
terms and conditions as the Board of Directors of the Company deem
necessary or appropriate.
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.
As of June 30, 1997, there were 72,061,079 Common Shares of the
Company issued and outstanding. As long as the Rights are attached to the
Common Shares, the Company will issue one Right with each newly issued
Common Share so that all such shares will have Rights attached. The Board
of Directors of the Company has reserved for issuance upon exercise of the
Rights 1,000,000 Preferred Shares.
<PAGE>
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 hereby incorporated herein by reference.
ITEM 2. EXHIBITS.
4.1[*] Rights Agreement dated as of March 15, 1995, including Exhibit
A, "Form of Certificate of Designations"; Exhibit B, "Form of
Rights to Purchase Preferred Shares".
4.2 Amendment to Rights Agreement, dated as of July 10, 1997.
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[*] Previously filed.
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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 report to be
signed on its behalf by the undersigned hereunto duly authorized.
Date: August 7, 1997 READING & BATES CORPORATION
By: /s/ Timothy W. Nagle
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Name: Timothy W. Nagle
Title: Executive Vice President,
Finance and Administration
<PAGE>
EXHIBIT INDEX
The following exhibits are filed herewith:
EXHIBIT
NO. DESCRIPTION
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4.2 Amendment to Rights Agreement, dated as of July 10, 1997.
EXHIBIT 4.2
AMENDMENT dated as of July 10, 1997, to the Rights
Agreement dated as of March 15, 1995 (the "Rights
Agreement"), between READING & BATES CORPORATION (the
"Company") and AMERICAN STOCK TRANSFER & TRUST COMPANY, as
Rights Agent (the "Rights Agent").
Pursuant to the terms of the Rights Agreement and in accordance
with Section 27 thereof, the following actions are hereby taken:
Section 1. Amendments to Rights Agreement. The Rights Agreement
is hereby amended as follows:
(a) The definition of "Acquiring Person" in Section 1(a) of the
Rights Agreement is amended to add the following sentence at the end
thereof:
"Notwithstanding anything in this Rights Agreement to the
contrary, none of R&B Falcon Corporation, Falcon Drilling
Company, Inc. or any subsidiary of either shall be deemed to be
an Acquiring Person solely by virtue of (i) the announcement of
the R&B Merger (as such term is defined in the Merger Agreement),
(ii) the acquisition of Common Shares of the Company pursuant to
the R&B Merger or the R&B Stock Option Agreement, (iii) the
execution of the Merger Agreement or the R&B Stock Option
Agreement or (iv) the consummation of the R&B Merger or of the
other transactions contemplated in the Merger Agreement or the
R&B Stock Option Agreement."
(b) The following definitions shall be added to Section 1 of the
Rights Agreement:
"(o) "Merger Agreement" shall mean the Agreement and Plan of
Merger dated as of July 10, 1997 among R&B Falcon Corporation,
FDC Acquisition Corp., Reading & Bates Acquisition Corp., Falcon
Drilling Company, Inc. and the Company."
"(p) "R&B Stock Option Agreement" shall mean the R&B Stock
Option Agreement dated as of July 10, 1997 between the Company
and Falcon Drilling Company, Inc."
(c) Section 3(a) of the Rights Agreement is amended to add the
following sentence at the end thereof:
"Notwithstanding anything in this Rights Agreement to the
contrary, a Distribution Date shall not be deemed to have
occurred solely as the result of (i) the announcement of the R&B
Merger, (ii) the acquisition of Common Shares of the Company
pursuant to the R&B Merger or the R&B Stock Option Agreement,
(iii) the execution of the Merger Agreement or the R&B Stock
Option Agreement or (iv) the consummation of the R&B Merger or of
the other transactions contemplated in the Merger Agreement or
the R&B Stock Option Agreement."
<PAGE>
(d) Clause (i) of Section 7(a) of the Rights Agreement is amended
to read as follows:
"(i) the earlier of (x) the Close of Business on March 31,
2005 or (y) the Effective Time (as such term is defined in the
Merger Agreement) (the "Final Expiration Date"),".
Section 2. Full Force and Effect. Except as expressly amended
hereby, the Rights Agreement shall continue in full force and effect in
accordance with the provisions thereof on the date hereof.
Section 3. Governing Law. This Amendment shall be governed by and
construed in accordance with the law of the State of Delaware applicable to
contracts to be made and performed entirely within such State.
IN WITNESS WHEREOF, the Company and the Rights Agent have caused
this Amendment to be duly executed as of the day and year first above
written.
READING & BATES CORPORATION,
by: /s/ Paul B. Loyd, Jr.
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Name: Paul B. Loyd, Jr.
Title: Chairman and Chief
` Executive Officer
AMERICAN STOCK TRANSFER & TRUST
COMPANY, as Rights Agent,
by: /s/ Herbert J. Lemmer
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Name: Herbert J. Lemmer
Title: Vice President
