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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A / A
Amendment Number One
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Falcon Drilling Company, Inc.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 76-0351754
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(State of Incorporation (I.R.S. Employer
or Organization) Identification No.)
1900 West Loop South, Suite 1800 Houston, Texas 77027
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(Address of Principal Executive Offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Preferred Share Purchase Rights New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act: None
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
On June 25, 1997, the Board of Directors of Falcon Drilling
Company, Inc. (the "Company") declared a dividend of one preferred share
purchase right (a "Right") for each outstanding share of common stock, par value
$.01 per share (the "Common Shares"), of the Company. The dividend is payable on
July 16, 1997 (the "Record Date"), to the stockholders of record on that date.
Each Right entitles the registered holder to purchase from the Company one
one-thousandth of a share of Series C Junior Participating Preferred Stock, no
par value (the "Preferred Shares"), of the Company at a price of $125.00 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 a Rights
Agreement dated as of June 25, 1997, as the same was amended by an Amendment to
Rights Agreement Dated as of July 10, 1997, and as may be further amended from
time to time (the "Rights Agreement"), between the Company and American Stock
Transfer & Trust Company, as Rights Agent (the "Rights Agent").
Except as provided in the next sentence, 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") have acquired
beneficial ownership of 10% or more of the outstanding Common Shares 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. S-C Rig
Investments, L. P., currently a principal shareholder of the Company, shall not
be deemed to be an Acquiring Person unless it and its affiliates acquire 40% or
more of the outstanding Common Shares, and Reading & Bates Corporation and its
affiliates shall not be deemed to be an Acquiring Person as a result of the
grant of that certain Option granted pursuant to the Stock Option Agreement,
dated as of July 10, 1997, between the Company and Reading & Bates Corporation
or at any time following the exercise thereof and issuance of Common Shares in
accordance with the terms of such 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")
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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 the date sixty days after the next annual meeting of
stockholders of the Company, unless the expiration is delayed by the Board of
Directors, which it may be in each successive year, but in no event beyond July
16, 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 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)
1,000 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) 1,000
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 1,000 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-thousandth 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
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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-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).
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. 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-thousandth 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 $.001 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 June 25, 1997, 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 August 1, 1997, 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 of the outstanding Common
Shares; provided, however, that if such person or group shall, subsequent to
June 25,
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1997, 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 July 16, 2007, 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 June 25, 1997, 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 August 1, 1997, 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 June 25, 1997), 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 23, 1997, there were 39,565,806 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 one hundred
thousand Preferred Shares.
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 June 25, 1997, including Exhibit A,
"Form of Certificate of Designation"; Exhibit B, "Form of Right
Certificate"; Exhibit C, "Summary 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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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this registration statement
amendment to be signed on its behalf by the undersigned, thereunto duly
authorized.
Date: July 15, 1997
FALCON DRILLING COMPANY, INC.
By: /s/ Steven A. Webster
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Name: Steven A. Webster
Title: Chairman and Chief Executive
Officer
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AMENDMENT TO RIGHTS AGREEMENT
Amendment Number One, dated as of July 10, 1997, to the Rights
Agreement, dated as of June 25, 1997 (the "Rights Agreement"), between Falcon
Drilling Company, Inc., a Delaware corporation (the "Company"), and American
Stock Transfer & Trust Company, a New York corporation, as Rights Agent (the
"Rights Agent").
WHEREAS, the Company and the Rights Agent entered into the
Rights Agreement specifying the terms of the Rights (as defined therein);
WHEREAS, the Company desires to amend the Rights Agreement in
accordance with Section 27 of the Rights Agreement;
WHEREAS, the Company proposes to enter into an 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.,
the Company and Reading & Bates Corporation ("R&B");
WHEREAS, as a condition to the Merger Agreement and in order
to induce R&B to enter into the Merger Agreement, the Company proposes to enter
into a Stock Option Agreement, dated as of July 10, 1997, between the Company
and R&B (the "Stock Option Agreement"), pursuant to which the Company will grant
R&B an option (the "Option") to purchase up to 15,753,823 (as such number may be
adjusted as set forth in the Stock Option Agreement) shares of common stock, par
value $.01 per share of the Company; and
WHEREAS, the Board of Directors of the Company has determined
it advisable and in the best interest of its stockholders to amend the Rights
Agreement to enable the Company to enter into the Stock Option Agreement and
consummate the transactions contemplated thereby without causing R&B to become
an "Acquiring Person" (as defined in the Rights Agreement).
NOW, THEREFORE, in consideration of the premises and mutual
agreements set forth herein and in the Rights Agreement, the parties hereby
agree as follows:
Section 1. Definitions. Capitalized terms used and not
otherwise defined herein shall have the meaning assigned to such terms in the
Rights Agreement.
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Section 2. Amendments to Rights Agreement. The Rights
Agreement is hereby amended as set forth in this Section 2.
(a) Section 1(a) of the Rights Agreement is hereby
amended by deleting the second sentence thereof and inserting in lieu thereof
the following:
"Notwithstanding the foregoing: (i) "Acquiring Person" shall not
include any Person who becomes an Acquiring Person solely as a result
of a reduction in the number of Common Shares outstanding due to the
repurchase of Common Shares by the Company unless and until such Person
shall purchase or otherwise become the Beneficial Owner of any
additional Common Shares of the Company; (ii) any Person who, as of the
Close of Business on June 25, 1997, is the Beneficial Owner of 10% or
more of the Common Shares of the Company outstanding at such time shall
not be deemed to be or to have become an "Acquiring Person" until
August 1, 1997, and on August 1, 1997 shall be deemed to be an
"Acquiring Person" if, but only if, as of the Close of Business on
August 1, 1997, such Person is the Beneficial Owner of 10% or more of
the Common Shares of the Company then outstanding, provided that if
such Person shall, subsequent to the Close of Business on June 25,
1997, become the Beneficial Owner of any additional Common Shares of
the Company, then such Person shall thereupon be deemed to be an
"Acquiring Person," unless upon the consummation of such acquisition of
beneficial ownership by such Person such Person is not the Beneficial
Owner of 10% or more of the Common Shares of the Company then
outstanding; (iii) S-C Rig Investments, L.P. and its Affiliates and
Associates shall not be deemed to be an Acquiring Person so long as
they are the Beneficial Owner of no more than 40% of the Common Shares
of the Company then outstanding; (iv) Reading & Bates Corporation
("R&B"), and its Affiliates and Associates shall not be deemed to be an
Acquiring Person as a result of the grant of the Option (as defined in
the Stock Option Agreement) pursuant to the Stock Option Agreement,
dated as of July 10, 1997, between the Company and R&B (the "Stock
Option Agreement") or at any time following the exercise thereof and
the issuance of the Common Shares of the Company in accordance with the
terms of the Stock Option Agreement; and (v) if the Board of Directors
of the Company determines in good faith that a Person who would
otherwise be an "Acquiring Person," as defined pursuant to the
foregoing provisions of this paragraph (a), became such inadvertently
(including, without limitation, because (x) such Person was unaware
that it beneficially owned a percentage of the Common Shares of the
Company that would otherwise cause such Person to be an "Acquiring
Person" or (y) such Person was aware of the extent of its beneficial
ownership of Common Shares of the Company but had no actual knowledge
of the consequences of such beneficial ownership under this Agreement)
and without any intention of changing or influencing control of the
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Company, and if such Person as promptly as practicable divested or
divests itself of beneficial ownership of a sufficient number of Common
Shares of the Company so that such Person would no longer be an
"Acquiring Person" as defined pursuant to the foregoing provisions of
this paragraph (a), then such Person shall not be deemed to be or to
have become an "Acquiring Person" for any purposes of this Agreement."
Section 3. Miscellaneous.
(a) The term "Agreement" as used in the Rights
Agreement shall be deemed to refer to the Rights Agreement as amended hereby.
(b) The foregoing amendment shall be effective as of
the date first above written, and, except as set forth herein, the Rights
Agreement shall remain in full force and effect and shall be otherwise
unaffected hereby.
(c) This Amendment may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all for which
together shall constitute one and the same instrument.
(d) This Amendment shall be deemed to be a contract
made under the laws of the State of Delaware and for all purposes shall be
governed by and construed in accordance with the laws of such State applicable
to contracts to be made and performed entirely within such State.
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment Number One to be duly executed and attested, all as of the day and
year first above written.
Attest: FALCON DRILLING COMPANY, INC.
By: ______________________ By: _________________________
Name: Name:
Title: Title:
Attest: AMERICAN STOCK TRANSFER &
TRUST COMPANY
By: ______________________ By: _________________________
Name: Name:
Title: Title:
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