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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): DECEMBER 8, 2000
CABOT OIL & GAS CORPORATION
(Exact name of registrant as specified in its charter)
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DELAWARE 1-10447 04-3072271
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(State or other jurisdiction (Commission File Number) (IRS Employer Identification No.)
of incorporation)
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1200 ENCLAVE PARKWAY
HOUSTON, TEXAS 77077
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (281) 589-4600
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ITEM 5. OTHER EVENTS
On December 8, 2000, Cabot Oil & Gas Corporation (the
"Company") entered into an amended and restated Rights Agreement with respect
to the Company's existing stockholder rights plan to extend the expiration date
of the plan and to make other changes to the terms of the plan. The plan was
originally adopted on January 21, 1991, when the Board of Directors of the
Company declared a dividend of one right ("Right") for each outstanding share
of the Company's Class A Common Stock, par value $.10 per share, and Class B
Common Stock, par value $.10 per share (collectively, the "Common Stock"), to
stockholders of record at the close of business on April 8, 1991. Each Right
entitles the registered holder to purchase from the Company a unit consisting
of one one-hundredth of a share (a "Fractional Share") of Series A Junior
Participating Preferred Stock, par value $.10 per share (the "Preferred
Stock"), at a purchase price of $55 per Fractional Share, subject to adjustment
(the "Purchase Price"). The description and terms of the Rights are set forth
in a Rights Agreement dated as of March 28, 1991, as amended and restated as of
December 8, 2000, as it may from time to time be further supplemented or
amended (the "Rights Agreement") between the Company and BankBoston, N.A., as
Rights Agent.
Currently, the Rights are attached to all certificates
representing outstanding shares of Common Stock, and no separate certificates
for the Rights ("Rights Certificates") are being distributed. The Rights will
separate from the Common Stock and a "Distribution Date" will occur, with
certain exceptions, 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 (the date of
the announcement being the "Stock Acquisition Date"), or (ii) ten business days
following the commencement of a tender offer or exchange offer that would
result in a person's becoming an Acquiring Person. In certain circumstances,
the Distribution Date may be deferred by the Board of Directors. Certain
inadvertent acquisitions will not result in a person's becoming an Acquiring
Person if the person promptly divests itself of sufficient Common Stock. Until
the Distribution Date, (a) the Rights will be evidenced by the Common Stock
certificates and will be transferred with and only with such Common Stock
certificates, (b) Common Stock certificates issued after April 8, 1991 will
contain a notation incorporating the Rights Agreement by reference and (c) the
surrender for transfer of any certificate for Common Stock will also constitute
the transfer of the Rights associated with the Common Stock represented by such
certificate.
The Rights are not exercisable until the Distribution Date
and will expire at the close of business on January 21, 2010, unless earlier
redeemed or exchanged by the Company as described below.
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
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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.
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, prior to the time there is
an Acquiring Person, 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 Triggering
Event, all Rights that are, or (under certain circumstances specified in the
Rights Agreement) were, beneficially owned by or transferred to an Acquiring
Person (or by certain related parties) will be null and void in the
circumstances set forth in the Rights Agreement.
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,
cash flow or earning power is sold or transferred, each holder of a Right
(except Rights that are 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."
The number of outstanding Rights associated with a share of
Common Stock, or the number of Fractional Shares of Preferred Stock issuable
upon exercise of a Right and the Purchase Price, are subject to adjustment in
the event of a stock dividend on, or a subdivision, combination or
reclassification of, the Common Stock occurring prior to the Distribution Date.
The Purchase Price payable, and the number of Fractional Shares 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 in the event of
certain transactions affecting the Preferred Stock.
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 shares of Preferred Stock that are not integral
multiples of a Fractional Share are required to be issued upon exercise of
Rights 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.
At any time until the time a person becomes an Acquiring
Person, 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
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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 or the occurrence of a Flip-Over Event, 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.
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.
Other than certain principal economic terms of the Rights,
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. Thereafter, the
provisions of the Rights Agreement other than such principal economic terms 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.
A copy of the Rights Agreement has been filed with the
Securities and Exchange Commission as an exhibit to this Report on Form 8-K.
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
incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
1. Rights Agreement dated as of March 28, 1991,
as amended and restated as of December 8,
2000, between Cabot Oil & Gas Corporation
and BankBoston, N.A., as Rights Agent,
which includes as Exhibit A the form of
Certificate of Designations of Series A
Junior Participating Preferred Stock
setting forth the terms of the Preferred
Stock, as Exhibit B the form of Rights
Certificate and as Exhibit C the Summary of
Rights to Purchase Preferred Stock.
Pursuant to the Rights Agreement, Rights
Certificates will not be mailed until after
the Distribution Date (as defined in 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 hereunto duly authorized.
CABOT OIL & GAS CORPORATION
Date: December 20, 2000 By: /s/ Ray R. Seegmiller
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Name: Ray R. Seegmiller
Title: Chairman, CEO and President
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EXHIBIT INDEX
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EXHIBIT
NUMBER DESCRIPTION
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1. Rights Agreement dated as of March 28, 1991, as amended and
restated as of December 8, 2000, between Cabot Oil & Gas
Corporation and BankBoston, N.A., as Rights Agent, which
includes as Exhibit A the form of Certificate of Designations of
Series A Junior Participating Preferred Stock setting forth the
terms of the Preferred Stock, as Exhibit B the form of Rights
Certificate and as Exhibit C the Summary of Rights to Purchase
Preferred Stock. Pursuant to the Rights Agreement, Rights
Certificates will not be mailed until after the Distribution
Date (as defined in the Rights Agreement).
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