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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-A/A
AMENDMENT NO. 1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR 12(G) OF THE
SECURITIES EXCHANGE ACT OF 1934
CLIFFS DRILLING COMPANY
(Exact Name of Registrant as Specified in Its Charter)
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DELAWARE 76-0248934
(State of Incorporation (I.R.S. Employer
or Organization) Identification Number)
1200 Smith Street, Suite 300
Houston, Texas 77002
(Address of Principal Executive Offices) (Zip Code)
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If this Form relates to the registration of a If this Form relates to the registration of a
class of securities pursuant to Section 12(b) of class of securities pursuant to Section 12(g) of
the Exchange Act and is effective pursuant to the Exchange Act and is effective pursuant to
General Instruction A(c), check the following box. General Instruction A(d), check the following box.
[X] [ ]
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Securities Act registration statement file number to which this form relates:
__________________ (if applicable).
Securities to be registered pursuant to Section 12(b) of the Act:
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Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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Preferred Stock Purchase Rights New York Stock Exchange
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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 August 21, 1998, Cliffs Drilling Company (the "Company") entered
into an Agreement and Plan of Merger (the "Merger Agreement") with R&B Falcon
Corporation, a Delaware corporation ("RBF"), and RBF Cliffs Acquisition Corp.,
a Delaware corporation and a wholly owned subsidiary of RBF ("RBF Subsidiary"),
providing for the acquisition of the Company by RBF by means of a merger of RBF
Subsidiary with and into the Company. In connection with the Merger Agreement,
the Company executed Amendment No. 1 to Rights Agreement (the "Rights
Amendment") dated as of August 20, 1998 with Harris Trust and Savings Bank, as
Rights Agent (the "Rights Agent"), which Rights Amendment amended the Rights
Agreement dated as of June 17, 1997 between the Company and the Rights Agent
(as amended by the Rights Amendment, the "Rights Agreement"), which Rights
Agreement is described below.
The Rights Amendment provides that an Acquiring Person (as defined in
the Rights Agreement) will not include RBF, RBF Subsidiary or any Affiliate or
Associate (as such terms are defined in the Rights Agreement) of RBF or RBF
Subsidiary as a result of the approval, execution, delivery or performance of
the Merger Agreement or the announcement or consummation of the transactions
contemplated by the Merger Agreement. The Rights Amendment also provides that
no Shares Acquisition Date, Distribution Date, Flip-In Event or Flip-Over Event
(as such terms are defined in the Rights Agreement) shall occur as a result of
the approval, execution, delivery or performance of the Merger Agreement or the
announcement or consummation of the transactions contemplated by the Merger
Agreement. Further, the Rights Amendment also provides that any Rights (as
defined in the Rights Agreement) shall cease to exist upon conversion of shares
of common stock of the Company into shares of common stock of RBF pursuant to
the Merger Agreement, and that no Rights shall attach to any shares of common
stock of RBF issued pursuant to the Merger Agreement. The terms of the Rights
otherwise remain unaffected by the Rights Amendment and are summarized below.
SUMMARY OF RIGHTS
On May 21, 1997, the Board of Directors of the Company authorized and
declared a dividend of one Right for each outstanding share of Common Stock,
par value $0.01 per share, of the Company (the "Common Shares"). The dividend
was payable on June 17, 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 authorized the issuance of one Right 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 (as such
terms are hereinafter defined). When exercisable each Right entitles the
registered holder to purchase from the Company one one-thousandth of a share of
Series A Junior Participating Preferred Stock, no par value, of the Company
(the "Preferred Shares"), at a price of $150.00 per one one-thousandth of a
Preferred Share (the "Purchase Price"), subject to adjustment. The description
and terms of the Rights are set forth in the Rights Agreement between the
Company and 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", which definition shall not include
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RBF, RBF Subsidiary or any Affiliate or Associate of RBF or RBF Subsidiary as a
result of the approval, execution, delivery or performance of the Merger
Agreement or the announcement or consummation of the transactions contemplated
by the Merger Agreement, as described above) 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 as Exhibit C to the Rights 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 on or
after the Record Date, even without such notation or a copy of this 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.
The Rights are not exercisable until the Distribution Date. The
Rights will expire on June 17, 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 one-thousandths
of a Preferred Share issuable upon exercise of each Right are also subject to
adjustment in the event of a stock
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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 1000 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 1000
multiplied times the payment made per Common Share. Each Preferred Share will
have 1000 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 1000 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 one-thousandth 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 (excluding a merger or business combination
with RBF, RBF Subsidiary or any Affiliate of RBF or RBF Subsidiary pursuant to
the Merger Agreement) 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 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 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
one-thousandth 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
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Company may, but shall not be required to, issue fractions of a Preferred Share
(other than one one-thousandth 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, 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 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 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 Company to be beneficially
owned by any person or group of affiliated or associated persons and (ii) 10
percent, except that 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.
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, if any, 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.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
in a manner or on terms not approved by the Board of Directors. 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 of Directors of the
Company prior to an Acquiring Person's acquiring 15 percent or more of the
Common Shares.
The Certificate of Incorporation and the Bylaws of the Company contain
several provisions that may make the acquisition of control of the Company by
means of a tender offer, open market purchases, proxy fight or otherwise more
difficult. These provisions are expected to discourage
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certain types of transactions that may involve an actual or threatened change
of control of the Company and to encourage persons seeking to acquire control
of the Company to consult first with the Company's Board to negotiate the terms
of any proposed business combination or offer. Takeovers or changes in the
Board that might be proposed and effected without prior consultation and
negotiation with the Board or the Company's management would not necessarily be
detrimental to the Company and its shareholders. However, the Company
nonetheless believes that the benefits of increased protection of the Company's
potential ability to negotiate with the proponent of an unfriendly or
unsolicited proposal to take over or restructure the Company outweigh the
disadvantages of discouraging such proposal, because, among other things,
negotiation of such proposals could result in an improvement of their terms.
The Company has in place certain additional measures which could also
be considered to have anti-takeover effects. The Company's Certificate of
Incorporation and Bylaws (i) provide that the size of the Board will be fixed
by resolution of the directors of the Company, (ii) classify the Board into 3
classes, as nearly equal in number as possible, each class to serve for 3
years, with one class elected each year, (iii) provide that directors may be
removed only for cause and only with the approval of the holders of at least 80
percent of the combined voting power of the outstanding shares of the Company
capital stock entitled to vote generally in the election of directors (the
"Voting Stock"), (iv) provide that any vacancy on the Board may be filled only
by the remaining directors then in office, though less than a quorum, (v)
provide that no shareholder action may be taken by written consent, (vi)
provide that special meetings of the shareholders of the Company may be called
only pursuant to a resolution adopted by a majority of the total number of
directors that the Board would have if there were no vacancies or by the
Chairman of the Board, (vii) require advance notice of business to be brought
before, or nominations to be made at, a meeting of shareholders by a
shareholder, (viii) authorize the Board to issue one or more series of
preferred stock and to determine with respect to any such series the terms and
rights thereof, and (ix) provide that certain provisions of the Certificate of
Incorporation and of the Bylaws may not be amended or repealed or provisions
inconsistent therewith adopted, without the approval of the holders of at least
80% of the Voting Stock.
The foregoing is a summary of certain provisions in the Company's
Certificate of Incorporation and Bylaws and is qualified in its entirely by
reference to the Certificate of Incorporation and Bylaws.
The form of the Rights Agreement is attached as Exhibit 4.3 to the
Form 8-A filed with the Securities and Exchange Commission by the Company on
June 6, 1997. The Rights Amendment is attached hereto as Exhibit 4.3.1. The
foregoing description of the Rights Agreement and the Rights Amendment does not
purport to be complete and is qualified in its entirety by reference to such
exhibits.
ITEM 2. EXHIBITS
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4.3 Rights Agreement dated effective June 17, 1997, between Cliffs Drilling Company and Harris Trust and
Savings Bank (incorporated by reference to Exhibit 4.3 to the Company's Registration Statement on Form
8-A filed on June 6, 1997).
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*4.3.1 Amendment No. 1 to Rights Agreement dated as of August 20, 1998 between Cliffs Drilling Company and
Harris Trust and Savings Bank.
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* Filed herewith.
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, as amended, the registrant has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereto duly
authorized.
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CLIFFS DRILLING COMPANY
Dated: August 27, 1998 By: /s/ Edward A. Guthrie
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Edward A. Guthrie
Vice President - Finance
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INDEX TO EXHIBITS
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Exhibit Description
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4.3 Rights Agreement dated effective June 17, 1997, between Cliffs Drilling Company and Harris Trust and
Savings Bank (incorporated by reference to Exhibit 4.3 to the Company's Registration Statement on Form
8-A filed on June 6, 1997).
*4.3.1 Amendment No. 1 to Rights Agreement dated as of August 20, 1998, between Cliffs Drilling Company and
Harris Trust and Savings Bank.
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_________________
*Filed herewith.
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EXHIBIT 4.3.1
AMENDMENT NO. 1 TO RIGHTS AGREEMENT
THIS AMENDMENT NO. 1 TO RIGHTS AGREEMENT (this "Amendment") is entered
into as of August 20, 1998 by and between CLIFFS DRILLING COMPANY, a Delaware
corporation (the "Company"), and HARRIS TRUST AND SAVINGS BANK, as Rights Agent
(the "Rights Agent"), amending the Rights Agreement dated June 17, 1997 between
the Company and the Rights Agent (the "Rights Agreement").
WHEREAS, the Board of Directors of the Company has approved an
Agreement and Plan of Merger (the "Merger Agreement") by and among the Company,
R&B Falcon Corporation, a Delaware corporation ("RBF"), and RBF Cliffs
Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of RBF
("RBF Subsidiary"), providing for the acquisition of the Company by RBF by
means of a merger of RBF Subsidiary with and into the Company;
WHEREAS, the willingness of RBF and RBF Subsidiary to enter into the
Merger Agreement is conditioned on, among other things, the amendment of the
Rights Agreement on the terms set forth herein;
WHEREAS, Section 27 of the Rights Agreement provides that, among other
things, prior to the Distribution Date (as defined therein) and subject to the
restrictions set forth in such Section, the Company may, and the Rights Agent
shall if the Company so directs, supplement or amend any provision of the
Rights Agreement without the approval of any holders of Rights (as defined
therein);
WHEREAS, the Board of Directors has determined that it is in the best
interests of the Company and its stockholders to amend the Rights Agreement to
exempt the Merger Agreement and the transactions contemplated thereby from the
application of the Rights Agreement.
NOW, THEREFORE, in consideration of the premises and agreements set
forth in the Rights Agreement and this Amendment, the Company directs changes
to the Rights Agreement as follows:
1. Section 1 of the Rights Agreement is hereby amended by adding
the following definitions thereto:
"Merger Agreement" shall mean the Agreement and Plan of Merger dated
August 21, 1998 by and among the Company, RBF and RBF Subsidiary, as
the same may be amended in accordance with the terms thereof.
"RBF" shall mean R&B Falcon Corporation, a Delaware corporation.
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"RBF Subsidiary" shall mean RBF Cliffs Acquisition Corp., a Delaware
corporation and wholly owned subsidiary of RBF.
2. The definition of "Acquiring Person" in Section 1 of the Rights
Agreement is hereby amended by adding to the end thereof the following:
"Notwithstanding anything to the contrary contained herein, so long as
the Merger Agreement has not been terminated pursuant to the terms
thereof, neither RBF nor RBF Subsidiary nor any Affiliate or Associate
of RBF or RBF Subsidiary shall be or become an "Acquiring Person" (and
no Shares Acquisition Date shall occur) by reason of the approval,
execution, delivery or performance of the Merger Agreement or the
announcement or consummation of the transactions contemplated
thereby."
3. Section 3(b) of the Rights Agreement is hereby amended by
adding to the end thereof the following:
"Notwithstanding anything to the contrary contained herein, so long as
the Merger Agreement has not been terminated pursuant to the terms
thereof, a Distribution Date shall not be deemed to have occurred as a
result of the approval, execution, delivery or performance of the
Merger Agreement or the announcement or consummation of the
transactions contemplated thereby."
4. Section 11(a)(ii) of the Rights Agreement is hereby amended by
adding to the end thereof the following:
"Notwithstanding anything to the contrary contained herein, so long as
the Merger Agreement has not been terminated pursuant to the terms
thereof, the provisions of this Section 11(a)(ii) will not apply to or
be triggered by, and a Flip-In Event shall not be deemed to have
occurred as a result of, the approval, execution, delivery or
performance of the Merger Agreement or the announcement or
consummation of the transactions contemplated thereby."
5. Section 13 of the Rights Agreement is hereby amended by adding
to the end thereof the following:
"(c) Notwithstanding anything to the contrary contained herein, so
long as the Merger Agreement has not been terminated pursuant to the
terms thereof, the provisions of this Section 13 will not apply to or
be triggered by, and a Flip-Over Event shall not be deemed to have
occurred as a result of, the approval, execution, delivery or
performance of the Merger Agreement or the announcement or
consummation of the transactions contemplated thereby."
6. The Rights Agreement is hereby amended by adding the following
section after Section 33:
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