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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A/A
Amendment Number Two
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
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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 an Amendment Number Two to
Rights Agreement Dated as of August 8, 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 it
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 August 8, 1997 (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 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
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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, 1997, acquire any additional Common Shares, then such person or group
shall thereupon be deemed an Acquiring Person.
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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.
4.3 Amendment Number Two to Rights Agreement, dated as of
August 8, 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: August 8, 1997
FALCON DRILLING COMPANY, INC.
By: /s/ Leighton E. Moss
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Name: Leighton E. Moss
Title: Vice President
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AMENDMENT NUMBER TWO TO RIGHTS AGREEMENT
Amendment Number Two, dated as of August 8, 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"), as amended by Amendment Number One, dated as of July 10, 1997.
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;
NOW, THEREFORE, in consideration of the premises and the 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.
Section 2. Amendment. Section 1(h) of the Rights Agreement is
hereby amended by deleting that Section in its entirety and inserting in lieu
thereof the following:
"Final Expiration Date" shall mean August 8, 1997.
Section 3. Miscellaneous.
(a) The term "Agreement" as used in the Rights Agreement shall
be deemed to refer to the Rights Agreement as amended heretofore and hereby.
(b) The foregoing amendment shall be effective as of the date
first above written.
(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 Two to be duly executed and attested, all as of the day and year first
above written.
Attest: FALCON DRILLING COMPANY, INC.
By: By:
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Name: Leighton E. Moss Name: Robert F. Fulton
Title: Vice President Title: Executive Vice President
Attest: AMERICAN STOCK TRANSFER &
TRUST COMPANY
By: By:
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Name: Name:
Title: Title:
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