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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
SECURITIES EXCHANGE ACT OF 1934
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DATE OF EARLIEST EVENT REPORTED: OCTOBER 26, 1998
TETRA TECHNOLOGIES, INC.
(Exact name of Registrant as specified in its charter)
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DELAWARE 0-18335 74-2148293
(State or other jurisdiction (Commission File No.) (I.R.S. Employer
of incorporation) Identification No.)
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25025 I-45 NORTH
THE WOODLANDS, TEXAS 77380
(Address of principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (281) 367-1983
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ITEM 5. OTHER EVENTS
RIGHTS AGREEMENT
On October 26, 1998, the Board of Directors of TETRA Technologies,
Inc. (the "Company") declared a dividend distribution of one preferred stock
purchase right (a "Right") for each outstanding share of common stock, par
value $0.01 per share ("Common Stock"), of the Company. The distribution is
payable on November 6, 1998 (the "Record Date") to the stockholders of record
on that date. Each Right entitles the registered holder thereof to purchase
from the Company one one-hundredth of a share of Series One Junior
Participating Preferred Stock, par value $0.01 per share, of the Company (the
"Preferred Stock") at a price of $50.00, subject to adjustment. The following
is a summary of the Rights; the full description and terms of the Rights are
set forth in a Rights Agreement (the "Rights Agreement") between the Company
and Harris Trust and Savings Bank, as Rights Agent (the "Rights Agent").
Copies of the Rights Agreement and the Certificate of Designation are
available free of charge from the Company. This summary description of the
Rights and the Preferred Stock does not purport to be complete and is qualified
in its entirety by reference to all the provisions of the Rights Agreement and
the Certificate of Designation, including the definitions therein of certain
terms, which Rights Agreement and Certificate of Designation are incorporated
herein by reference.
Initially, the Rights will attach to all certificates representing
shares of outstanding Company Common Stock, and no separate Rights Certificates
will be distributed. The Rights will separate from the Company Common Stock
and the Distribution Date will occur upon the earlier of (i) 10 days following
the date of public announcement that a person or group of persons has become an
Acquiring Person (as hereinafter defined) or (ii) 10 business days (or such
later date as may be determined by action of the Board of Directors prior to
the time a person becomes an Acquiring Person) following the commencement of,
or the first public announcement of an intention by any person to make, a
tender or exchange offer upon consummation of which the offeror would, if
successful, become an Acquiring Person (the earlier of such dates being called
the "Distribution Date"). The term "Acquiring Person" means any person who or
which, together with all of its affiliates and associates, shall be the
beneficial owner of 20% or more of the outstanding Common Stock, but shall not
include the Company, any Subsidiary of the Company or any employee benefit plan
of the Company.
The Rights Agreement provides that until the Distribution Date the
Rights will be transferred with and only with the Common Stock. Until the
Distribution Date (or the earlier redemption or expiration of the Rights), new
Common Stock certificates issued after the Record Date, upon transfer or new
issuance of Common Stock, will contain a notation incorporating the Rights
Agreement by reference. Until the Distribution Date (or the earlier redemption
or expiration of the Rights), the surrender for transfer of any certificates
for Common Stock, outstanding as of the Record Date, even without a copy of
this Summary of Rights being attached thereto, will also constitute the
transfer of the Rights associated with the Common Stock represented by such
certificate. As soon as practicable following the Distribution Date, the
Company or Rights Agent will mail to holders of record of the Common Stock as
of the close of business on the Distribution Date separate certificates
evidencing the Rights ("Rights Certificates"). Such Rights Certificates will
alone evidence the Rights.
The Rights are not exercisable until the Distribution Date. The
Rights will expire on November 6, 2008 (the "Expiration Date").
The Purchase Price payable, the number of shares of Preferred Stock or
other securities or property covered by each Right and the number of Rights
outstanding, 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) upon the grant to holders of the
Preferred Stock of certain rights, options or warrants to subscribe for or
purchase shares of
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Preferred Stock at a price, or securities convertible into Preferred Stock with
a conversion price, less than the then current per share 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 periodic cash
dividends or dividends payable in Preferred Stock) or of subscription rights or
warrants (other than those referred to in (ii) above).
The number of outstanding Rights and the number of one one-hundredths
of a share of Preferred Stock issuable upon exercise of each Right are also
subject to adjustment in the event of a stock split of the Common Stock or a
stock dividend on the Common Stock payable in the Common Stock or subdivisions,
consolidations or combinations of the Common Stock occurring, in any such case,
prior to the Distribution Date.
In the event that following a Shares Acquisition Date (the date of
public announcement that an Acquiring Person has become such), the Company is
acquired in a merger or other business combination transaction or more than 50%
of its consolidated assets or earning power are sold, 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 (the "Flip-Over Right").
In the event that a Person becomes the beneficial owner of 20% or more
of the outstanding shares of Common Stock, proper provision shall be made so
that each holder of a Right (other than the Acquiring Person and its affiliates
and associates) will thereafter have the right to receive upon exercise that
number of shares of Common Stock (or, under certain circumstances, cash, other
equity securities or property of the Company) having a market value equal to
two times the Purchase Price of the Rights (the "Flip-In Right"). Upon the
occurrence of the foregoing event giving rise to the exercisability of the
Rights, any Rights that are or were at any time owned by an Acquiring Person
shall become void.
With certain exceptions, no adjustment in the Purchase Price will be
required until adjustments require an adjustment of at least 1% in such
Purchase Price. Upon exercise of the Rights, no fractional shares of Preferred
Stock will be issued other than fractions which are integral multiples of one
one-hundredth of a share of Preferred Stock; cash will be paid in lieu of
fractional shares of Preferred Stock that are not integral multiples of one
one-hundredth of a share of Preferred Stock.
At any time prior to the earlier to occur of (i) 5:00 p.m., Houston,
Texas time on the 10th business day after the Shares Acquisition Date or (ii)
the expiration of the Rights, the Company may redeem the Rights in whole, but
not in part, at a price of $0.01 per Right (the "Redemption Price"); provided,
that (i) if the Board of Directors authorizes redemption on or after the time a
person becomes an Acquiring Person, then such authorization must be by Board
Approval (as hereinafter defined) and (ii) the period for redemption may, as
long as the Rights are then redeemable, upon Board Approval, be extended by
amending the Rights Agreement. The term "Board Approval" means the approval of
a majority of the directors of the Company. Immediately upon any redemption of
the Rights described in this paragraph, the right to exercise the Rights will
terminate and the only right of the holders of Rights will be to receive the
Redemption Price.
At any time when the Rights are no longer redeemable, the Company may
amend the terms of the Rights without the consent of the holders of the Rights;
provided that such amendment does not adversely affect the interests of the
holders of the Rights and such amendment does not cause the Rights to become
redeemable again. Any amendment may not decrease the Redemption Price. In
addition, during any time that the Rights are subject to redemption, the
Company may in its sole and absolute discretion amend the terms of the Rights,
including an amendment that adversely affects the interests of the holders of
the Rights, without the consent of the holders of 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. While the distribution of the Rights
will not be
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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 Preferred Stock (or other consideration).
DESCRIPTION OF PREFERRED STOCK
Each one one-hundredth of a share of the Preferred Stock ("Preferred
Share Fraction") that may be acquired upon exercise of the Rights will be
nonredeemable and subordinate to any other shares of preferred stock that may
be issued by the Company.
Each Preferred Share Fraction will have a minimum preferential
quarterly dividend rate of $0.01 per Preferred Share Fraction but will, in any
event, be entitled to a dividend equal to the per share dividend declared on
the Company Common Stock.
In the event of liquidation, the holder of a Preferred Share Fraction
will receive a preferred liquidation payment equal to the greater of $0.01 per
Preferred Share Fraction or the per share amount paid in respect of a share of
Company Common Stock.
Each Preferred Share Fraction will have one vote, voting together with
the Company Common Stock. The holders of Preferred Share Fractions, voting as
a separate class, shall be entitled to elect two directors if dividends on the
Preferred Stock are in arrears for six fiscal quarters.
In the event of any merger, consolidation or other transaction in
which shares of Company Common Stock are exchanged, each Preferred Share
Fraction will be entitled to receive the per share amount paid in respect of
each share of Company Common Stock.
The rights of holders of the Preferred Stock to dividends, liquidation
and voting, and in the event of mergers and consolidations, are protected by
customary antidilution provisions.
Because of the nature of the Preferred Stock's dividend, liquidation
and voting rights, the economic value of one Preferred Share Fraction that may
be acquired upon the exercise of each Right should approximate the economic
value of one share of the Company's Common Stock.
Additional information regarding the Rights is set forth in the Rights
Agreement, including the summary thereof, which is incorporated herein by
reference.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
4.1 Rights Agreement dated as of October 26, 1998 (incorporated by
reference to Form 8-A of TETRA Technologies, Inc. filed on October 28, 1998).
99.1 Press Release dated October 27, 1998, with respect to the
Rights Agreement.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
TETRA TECHNOLOGIES, INC.
By: /s/ GEOFFREY M. HERTEL
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Geoffrey M. Hertel
Executive Vice President - Finance
and Administration
Date: October 27, 1998
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INDEX TO EXHIBITS
EXHIBIT
NUMBER
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4.1. Rights Agreement dated as of October 26, 1998 (incorporated by
reference to Form 8-A of TETRA Technologies, Inc. filed on October 28,
1998).
99.1. Press Release dated October 27, 1998, with respect to the Rights
Agreement.
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EXHIBIT 99.1
[TETRA LOGO APPEARS HERE]
FOR IMMEDIATE RELEASE
TETRA TECHNOLOGIES, INC.
ANNOUNCES RIGHTS PROGRAM
October 27, 1998 (The Woodlands, Texas), TETRA Technologies, Inc.
("TETRA" or the "Company") (NYSE-TTI) today announced that its Board of
Directors has adopted a Rights Plan designed to protect the Company's
stockholders from coercive or unfair takeover techniques.
Terms of the Rights Plan provide for a dividend distribution of one
Preferred Stock Purchase Right for each outstanding share of Common Stock to
holders of record at the close of business on November 6, 1998. The Rights
Plan would be triggered if an acquiring party accumulates or initiates a tender
offer to purchase 20% or more of the Company's Common Stock and would entitle
holders of the Rights to purchase either the Company's stock or shares in an
acquiring entity at half of market value. The Company would generally be
entitled to redeem the Rights at $.01 per Right at any time until the tenth day
following the time the Rights become exercisable. The Rights will expire on
November 6, 2008.
The Rights are not being distributed in response to any specific
effort to acquire the Company. The Rights are designed to assure that all
stockholders of the Company receive fair and equal treatment in the event of
any proposed takeover of the Company and to guard against partial tender
offers, open market accumulations and other tactics designed to gain control of
the Company, without paying all stockholders a fair price. The Rights are not
presently exercisable and are not represented by separate certificates. No
action is required to be taken by TETRA's stockholders at the present time.
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Additionally the Board established a mechanism under which an
independent Board committee will review the Rights Plan and report every three
years whether the Rights Plan should be modified or terminated.
Commenting on the Rights Plan, Allen T. McInnes, the Company's Chief
Executive Officer, said: "The Board of Directors believes that the Rights Plan
represents a sound and reasonable means of safeguarding the interests of the
Company's stockholders. The Board of Directors is not aware of any effort of
any kind to acquire control of the Company." Mr. McInnes said the Rights Plan
is similar to those adopted by over 2,000 other companies, and that details of
the new Rights Plan will be outlined in the Company's Form 8-K filing with the
SEC and in a letter to be mailed to stockholders of record on November 6, 1998.
TETRA is a specialty inorganic chemical company selling products,
process technologies and services to targeted industries, especially oil and
gas, agriculture and the environmental market.
Contact: Geoffrey M. Hertel (281) 367-1983 (Telephone)
Executive Vice President (281) 364-4306 (Fax)
TETRA Technologies, Inc.
25025 I-45 North Website: http://www.tetratec.com
The Woodlands, Texas 77380
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