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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): May 19, 1995
BENTON OIL AND GAS COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 1-10762 77-0196707
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(STATE OR OTHER (COMMISSION (I.R.S. EMPLOYER
JURISDICTION OF FILE NUMBER) IDENTIFICATION NO.)
INCORPORATION)
1145 Eugenia Place, Suite 200
Carpinteria, California 93013
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (805) 566-5600
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Not Applicable
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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ITEM 5. OTHER EVENTS.
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On April 28, 1995, the Board of Directors of Benton Oil and
Gas Company (the "Company") declared a dividend distribution of one Preferred
Share Purchase Right (the "Right") for each outstanding share of Common Stock,
$.01 par value, of the Company (the "Company Stock") to shareholders of record
as of the close of business on May 19, 1995 (the "Record Date"). The
description and terms of the Rights are set forth in a Rights Agreement, dated
as of April 28, 1995 (the "Rights Agreement"), between the Company and First
Interstate Bank, as Rights Agent. Copies of the Press Release announcing the
Rights distribution and the letter to shareholders discussing the Rights
distribution are filed herewith as exhibits.
A copy of the Rights Agreement was filed with the Securities
and Exchange Commission as an exhibit to the Company's Registration Statement
on Form 8-A and is incorporated herein by reference. A copy of the Rights
Agreement is available to stockholders free of charge from the Company. With
certain exceptions as described in the Rights Agreement, each Right, when
exercisable, will entitle the holder thereof to purchase from the Company one
one-hundredth of a share of Series B Preferred Stock, $.01 par value, of the
Company (the "Preferred Shares") at a price of $50 per one one-hundredth of a
Preferred Share (the "Purchase Price"), subject to adjustment. The Rights will
not be exercisable except upon the occurrence of certain events described in
the Rights Agreement. The Rights will expire on April 28, 2005, unless earlier
redeemed, exchanged or terminated as provided in the Rights Agreement. The
Rights will be redeemable at the option of the Board of Directors at $.01 per
Right upon the terms and conditions set forth in the Rights Agreement. The
summary description of the Rights does not purport to be complete and is
qualified in its entirety by reference to the exhibits hereto.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
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(C) EXHIBITS.
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NUMBER DESCRIPTION OF EXHIBIT
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4 Rights Agreement, dated as of April 28, 1995, by and
between Benton Oil and Gas Company and First
Interstate Bank, as Rights Agent, incorporated herein
by reference to the Company's Registration Statement
on Form 8-A, filed May 4, 1995.
99(a) Press Release issued by Benton Oil and Gas Company on
April 28, 1995.
99(b) Letter to Shareholders of Benton Oil and Gas Company
dated May 15, 1995.
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SIGNATURES
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 hereunto duly authorized.
BENTON OIL AND GAS COMPANY
By: /S/ A. E. Benton
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A. E. Benton, Chairman of the Board,
President and Chief Executive Officer
Dated: May 30, 1995
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EXHIBIT 99(a)
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BENTON OIL AND GAS COMPANY ADOPTS
SHAREHOLDER RIGHTS PLAN
FOR IMMEDIATE RELEASE: FRIDAY, APRIL 28, 1995
CARPINTERIA, CALIFORNIA, April 28, 1995 -- The Board of Directors of Benton Oil
and Gas Company (NASDAQ NMS:BNTN) has adopted a Shareholder Rights Plan by
declaring a dividend distribution of one preferred share purchase right for
each outstanding share of Benton common stock. The dividend distribution will
be made on May 19, 1995, payable to shareholders of record on that date. The
Rights will initially attach to the common stock and not become separately
transferrable until the Rights become exercisable.
Benton stated that its Board of Directors adopted the Shareholder Rights Plan
to protect Benton's shareholders against certain types of unfair, coercive or
abusive takeover tactics. The Rights are intended to enable all of Benton's
shareholders to receive fair and equal treatment in the event of a takeover and
to realize the long-term value of their investment in Benton. Although the
rights plan will not prevent a takeover, it is expected to encourage anyone
seeking to acquire control of Benton to negotiate with the Board of Directors
prior to attempting a takeover. Further, because the Rights are redeemable and
are not triggered in certain Board-approved tender offers, the rights plan will
not interfere with any merger or other business combination approved by the
Board.
Benton also stated that the issuance of the Rights will not affect the present
financial condition of Benton. The issuance of the Rights will have no
dilutive effect and will not affect Benton's reported earnings per share. In
addition, the Rights distribution will not be taxable to Benton's shareholders.
The Rights will become exercisable only if a person or affiliate group acquires
15% or more of Benton's common stock, or announces a tender offer that would
result in ownership of 15% or more of Benton's common stock. However, a tender
offer for all of Benton's common stock at a price determined by the Board of
Directors to be reasonable and in the best interests of Benton will not trigger
the Rights. The Rights will expire on April 28, 2005, or if redeemed,
exchanged or terminated by Benton.
When exercisable, each Right will entitle stockholders to purchase one
one-hundredth of a new series of Benton preferred stock at an exercise price of
$50.00. If Benton is acquired on a merger or other business combination
transaction after the Rights become exercisable, each Right will entitle its
holder, other than a person or group owning 15% or more of Benton common stock,
to purchase, for the then-current exercise price, a number of shares of the
acquiring company's common stock having a market value of twice such exercise
price. In addition, following the acquisition by a person or group of 15% or
more of Benton's common stock, each Right will entitle its holder, other than
such person or members of such group, to purchase, for the then-current
exercise price, a number of Benton's common stock having a market value of
twice the exercise price.
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After any person or group has acquired 15% or more of Benton's common stock,
but less than 50% or more of the common stock, the Board of Directors may
exchange the Rights, other than the Rights held by such person or group which
will have become void, in whole or in part, at an exchange ratio of one share
of Benton common stock per Right, subject to adjustment. In addition, the
Board of Directors may redeem the Rights at $.01 per Right at any time prior to
the first public announcement that a 15% position has been acquired.
Benton Oil and Gas Company, headquartered in Carpinteria, Calif., is an
independent oil and gas exploration and production company which has domestic
operations in the gulf coast region of Louisiana and international operations
in the eastern region of Venezuela and the West Siberia region of Russia.
Benton's common stock is traded on the NASDAQ National Market System (symbol:
BNTN).
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EXHIBIT 99(b)
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[Benton Oil and Gas Company Letterhead]
May 15, 1995
Dear Shareholder:
On April 28, 1995, your Board of Directors adopted a Shareholder Rights Plan
and, pursuant to the Rights Plan, declared a dividend distribution of one
Preferred Share Purchase Right for each share of Common Stock outstanding on
and after May 19, 1995. The enclosed document captioned "Summary Of Preferred
Share Purchase Rights" outlines the principal features of the Rights Plan. The
Rights Plan is intended to protect your interests in the event the Company is
confronted with coercive, abusive or unfair takeover tactics. The Rights Plan
has been adopted in order to strengthen the ability of your Board to protect
shareholder interests in the future. The Rights Plan was not adopted in
response to any specific effort to acquire control of Benton, and the Board is
not aware of any such efforts.
The Rights Plan contains provisions designed to safeguard you in the event of
an unsolicited attempt to acquire the Company, including a gradual accumulation
in the open market of shares providing control without offering fair value to
all shareholders, a partial or two-tiered tender offer that does not treat all
shareholders equally, a squeeze-out merger and other abusive takeover tactics
that could impair your Board's ability to fully represent shareholder
interests. These tactics can unfairly pressure you as a shareholder, deprive
you of your investment without giving you any real choice, and otherwise
prevent you from realizing the full value of your shares. Numerous other
public companies have adopted shareholder rights plans similar to the one we
have adopted.
The Rights Plan is definitely not intended to prevent an acquisition of the
Company on terms that are favorable and fair to all shareholders, and will not
do so. Further, the Rights Plan should not affect any prospective acquiror
willing to make an offer at a full and fair price or to negotiate with your
Board, and certainly will not interfere with a merger or other business
combination transaction that your Board approves as fair and constituting a
recognition of full value to the shareholders. The Rights Plan is intended to
enhance the ability of your Board of Directors to bargain on your behalf for a
fair price from any would-be acquiror.
Issuance of the Rights does not in any way weaken the financial strength of the
Company nor interfere with our business plans. The issuance of the Rights has
no dilutive effect, will not affect reported earnings per share, is not taxable
to the Company or to you, and will not change the way in which you can
currently trade the Company's shares. As explained in the enclosed Summary,
the Rights will only become exercisable if and when the problem arises which
they were created to address. Once exercisable, the Rights will then operate
to protect you against being deprived of your right to share in the full
measure of your Company's long-term potential.
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Your Board was aware when it acted that some have argued that securities of the
sort we are issuing may deter legitimate acquisition proposals. We carefully
considered these views and concluded that the arguments are speculative and do
not justify denying shareholders the protection the Rights afford against
unfair treatment and abusive tactics by an acquiror -- who, after all, is
seeking his own advantage, not yours. Your Board believes that these rights
represent a sound, reasonable means of addressing the complex issues of
corporate policy in today's marketplace.
We believe that there are substantial long-term values inherent in Benton Oil
and Gas Company, and we are working hard to achieve those values. Building our
business for the future and striving to maximize shareholder value remain the
preeminent goals of your management and your Board of Directors. In adopting
the Rights Plan, your Board has expressed its determination that you, our
shareholders, be given every opportunity to participate fully in our future.
Sincerely,
Alex E. Benton, Chairman,
Chief Executive Officer and President
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BENTON OIL AND GAS COMPANY
SUMMARY OF PREFERRED SHARE PURCHASE RIGHTS
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On April 28, 1995, the Board of Directors of Benton Oil and Gas Company (the
"Company") declared a dividend distribution of one preferred share purchase
right (the "Right") for each outstanding share of common stock, $.01 par value,
of the Company (the "Common Shares") to shareholders of record as of the close
of business on May 19, 1995 (the "Record Date"). The Board of Directors of the
Company further declared that one Right be distributed with each Common Share
issued after the Record Date but prior to the Distribution Date (as defined
below) or the earlier expiration, exchange, redemption or termination of the
Rights. Except as set forth below, each Right entitles the registered holder
to purchase from the Company one one-hundredth of a share of Series B Preferred
Stock, $.01 par value, of the Company (the "Preferred Shares") at a price of
$50.00 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 April 28, 1995 (the "Rights Agreement"),
between the Company and First Interstate Bank of California, as Rights Agent
(the "Rights Agent").
Initially, the Rights will be attached to the Common Shares then outstanding,
and no separate certificates evidencing the rights ("Rights Certificates") will
be issued. The Rights will separate from the Common Shares, Rights
Certificates will be issued and the Rights will become exercisable upon the
earlier to occur of (i) 10 days following the first date (the "Shares
Acquisition Date") of 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% of more of the
outstanding Common Shares of the Company 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 becomes an Acquired Person) following the
commencement or announcement of an intention to make a tender offer or exchange
offer for Common Shares of the Company the consummation of which would result
in the beneficial ownership by a person or group of affiliated or associated
persons of 15% or more of such outstanding Common Shares (the earlier of such
dates being referred to as the "Distribution Date"). However, a person or
group of affiliated or associated persons who acquires the beneficial ownership
of 15% or more of the Common Shares then outstanding either (i) by reason of
share purchases by the Company reducing the number of Common Shares
outstanding (provided such person or group does not acquire additional Common
Shares), or (ii) inadvertently, if such person or group notifies the Board of
Directors of such inadvertent purchase within five business days and within two
business days after such notice divests itself of enough Common Shares so as to
no longer to have the beneficial ownership of 15% of the outstanding Common
Shares, will not be an Acquiring Person.
Until the Distribution Date, the Rights will be evidenced, with respect to any
of the Common Share certificates outstanding on or after the Record Date, by
such Common Share certificates with a copy of this Summary of Rights attached
thereto. The Rights Agreement provides that, until the Distribution Date, the
Rights will be transferred with and only with the Common Shares. Until the
Distribution Date (or earlier redemption, exchange, expiration or termination
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of the Rights), new Common Share certificates issued after the Record Date upon
transfer or new issuance of the Common Shares will contain a notation
incorporating the Rights Agreement by reference. Until the Distribution Date
(or earlier redemption, exchange, expiration or termination 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 Rights 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 Rights Certificates alone will
evidence the Rights.
The Rights are not exercisable until the Distribution Date. The Rights will
expire at the close of business on April 28, 2005, unless earlier redeemed,
exchanged or terminated as provided 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 Preferred Shares, certain
convertible securities or securities having the same or more favorable rights,
privileges and preferences to the Preferred Shares at less than the 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 out of earnings or retained earnings or
dividends payable in Preferred Shares) or of subscription rights or warrants
(other than those referred to above).
In the event that a Person becomes an Acquiring Person (other than pursuant to
a tender offer or exchange offer for all outstanding Common Shares at a price
and on terms determined by at least a majority of the "Continuing Directors"
who are not officers of the Company and are not Acquiring Persons or affiliates
or associates thereof to be both adequate and otherwise in the best interests
of the Company and its shareholders (a "Permitted Offer")), then proper
provision will be made so that each holder of a Right (other than Rights
beneficially owned by an Acquiring Person or affiliates or associates thereof)
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. In the event that the Company does not have a sufficient number of
Common Shares available, the Company may, among other things, instead
substitute cash, assets or other securities for the Common Shares into which
the Rights would have otherwise been exercisable. A "Continuing Director" is
any member of the Board of Directors of the Company prior to the date of the
Rights Agreement who is not an Acquiring Person or an affiliate, associate or
representative of an Acquiring Person, or any person who subsequently becomes a
member of the Board of Directors of the Company upon recommendation or approval
by a majority of the Continuing Directors who is not an Acquiring Person or
affiliate, associate or representative of an Acquiring Person.
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In the event that, after the Shares Acquisition Date, the Company consolidates
or merges with another entity (whether or not the Company is the surviving
corporation) or the Company sells or otherwise transfers 50% or more of its
consolidated assets or earnings power, proper provision will be made so that
each holder of a Right (other than Rights beneficially owned by an Acquiring
Person or affiliates or associates thereof) will thereafter have the right to
receive, upon exercise, that number of Common Shares of either the Company, in
the event that the Company is the surviving corporation of a merger or
consolidation, or of the acquiring company (or, in the event there is more than
one acquiring company, the acquiring company receiving the greatest portion of
the assets or earning power transferred), which at the time of such transaction
would have a market value of two times the exercise price of the Right (unless
the transaction satisfies certain conditions, and is consummated with a person
pursuant to a Permitted Offer, in which case the Rights will terminate).
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 date prior to the date
of exercise.
At any time prior to the earliest to occur of: (i) the tenth day following the
Shares Acquisition Date or (ii) the Expiration Date, the Company may redeem the
Rights in whole, but not in part, at a price of $.01 per Right (the "Redemption
Price"). Immediately upon the action of the Board of Directors of the Company
ordering 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.
Subject to applicable law, the Board of Directors, at its option, may, at any
time after a person or group becomes an Acquiring Person but prior to the
acquisition by such person or group of 50% or more of the outstanding Common
Shares, exchange all or part of the then outstanding Rights (other than Rights
beneficially owned by an Acquiring Person or affiliates or associates thereof)
for Common Shares at an exchange ratio of one Common Share per Right, subject
to adjustment.
The Preferred Shares purchasable upon exercise of the Rights will not be
redeemable and will be, in ranking as to dividend and liquidation preferences,
senior to the Common Shares but junior to any other series of preferred stock
the Company may issue (unless otherwise provided in the terms of such preferred
stock). Each Preferred Share will have a preferential quarterly dividend in an
amount equal to 100 times the dividend declared on each Common Share but in no
event less than $10.00. In the event of liquidation, the holders of Preferred
Shares will be entitled to a preferred liquidation payment equal to the greater
of $100.00 or 100 times the payment made per each Common Share. Each Preferred
Share will have 100 votes, voting together with the Common Shares. In the
event of any merger, consolidation or other transaction in which Common Shares
are exchanged, each Preferred Share will be entitled to
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receive 100 times the amount and type of consideration received per Common
Share. The rights of the Preferred Shares as to dividends, liquidation and
voting, and in the event of mergers and consolidations, are protected by
customary antidilution provisions. Fractional Preferred Shares will be
issuable; however, the Company may elect to distribute depositary receipts in
lieu of such fractional shares. In lieu of fractional shares (other than
fractions that are multiples of one one-hundredth of a share), an adjustment in
cash will be made based on the market price of the Preferred Shares on the last
trading date prior to the date of exercise.
Until a Right is exercised, the holder thereof, as such, will have no rights as
a shareholder of the Company, including, without limitation, the right to vote
or to receive dividends.
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 at any time to cure any
ambiguity or to correct or supplement any defective or inconsistent provisions
and may, prior to the Distribution Date, be amended to change or supplement any
other provision in any manner that the Company may deem necessary or desirable.
After the Distribution Date, the terms of the Rights may be amended (other than
to cure ambiguities or to correct or supplement defective or inconsistent
provisions) only so long as the amendment does not adversely affect the
interests of the holders of the Rights (other than the Acquiring Person).
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
without conditioning the offer on a substantial number of Rights being
acquired. The Rights should not interfere with any merger or other business
combination approved by the Board of Directors of the Company because the Board
of Directors may, at its option, at any time prior to ten days after the Shares
Acquisition Date, redeem all but not less than all the then outstanding Rights
at the Redemption Price.
A copy of the Rights Agreement has been filed with the Securities and Exchange
Commission as an Exhibit to a Registration Statement on Form 8- A. 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.
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