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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 THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): FEBRUARY 12, 1999
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NEWFIELD EXPLORATION COMPANY
(Exact name of registrant as specified in its charter)
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DELAWARE 1-12534 72-1133047
(State or other jurisdiction (Commission File Number) (I.R.S. Employer Identification No.)
of incorporation or organization)
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363 NORTH SAM HOUSTON PKWY. E., SUITE 2020
HOUSTON, TEXAS 77060
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (281) 847-6000
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Item 5. Other Events.
On February 12, 1999, the Board of Directors of Newfield Exploration
Company (the "Company") authorized the issuance of one preferred share purchase
right (a "Right") with respect to each outstanding share of common stock, par
value $.01 per share (the "Common Shares"), of the Company. The rights were
issued on February 22, 1999 to the holders of record of Common Shares on that
date. Each Right entitles the registered holder to purchase from the Company one
one-thousandth (1/1000) of a share of Junior Participating Preferred Stock, par
value $.01 per share (the "Preferred Shares"), of the Company at a price of
$85.00 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 (the "Rights Agreement") dated as of February 12, 1999
between the Company and ChaseMellon Shareholder Services L.L.C, as Rights Agent.
Detachment of Rights; Exercise. Initially, the Rights will attach to
all Common Share certificates representing outstanding shares and no separate
Right Certificate will be distributed. The Rights will separate from the Common
Shares and a Distribution Date will occur upon the earlier of (i) 10 business
days following a public announcement that a person or group of affiliated or
associated persons (an "Acquiring Person") has acquired beneficial ownership of
20% or more of the outstanding Voting Shares (as defined in the Rights
Agreement) of the Company and (ii) 10 business days following the commencement
or announcement of an intention to commence a tender offer or exchange offer the
consummation of which would result in the beneficial ownership by a person or
group of 20% or more of such outstanding Voting Shares.
Until the Distribution Date (or earlier redemption or expiration of the
Rights) (i) the Rights will be evidenced, with respect to any of the Common
Shares outstanding on February 22, 1999, by the certificates representing such
Common Shares with a copy of this Summary of Rights attached thereto, (ii) the
Rights will be transferred with and only with the Common Shares, (iii) new
Common Share certificates issued after February 22, 1999, upon transfer or new
issuance of the Common Shares will contain a notation incorporating the Rights
Agreement by reference, and (iv) the surrender for transfer of any certificates
for Common Shares outstanding as of February 22, 1999, 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
certificates evidencing the Rights (the "Right 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 Right Certificates alone will thereafter
evidence the Rights.
The Rights are not exercisable until the Distribution Date. The Rights
will expire on February 22, 2009 (the "Final Expiration Date"), unless the Final
Expiration Date is extended or the Rights are earlier redeemed or exchanged by
the Company as described below.
If a person or group were to acquire 20% or more of the Voting Shares
of the Company, each Right then outstanding (other than Rights beneficially
owned by the acquiring person which would become null and void) would become a
right to buy that number of Common Shares (or under certain circumstances, the
equivalent number of one one-thousandths of a Preferred Share) that at the time
of such acquisition would have a market value of two times the Purchase Price of
the Right.
If the Company were acquired in a merger or other business combination
transaction or assets constituting more than 50% of its consolidated assets or
producing more than 50% of its earning power or cash flow were 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 Purchase Price
of the Right, that number of shares of common stock of the acquiring company
which at the time of such transaction would have a market value of two times the
Purchase Price of the Right.
Preferred Shares. The dividend and liquidation rights, and the
non-redemption feature, of the Preferred Shares are designed so that the value
of one one-thousandth of a Preferred Share purchasable upon exercise of each
Right will approximate the value of one Common Share. The Preferred Shares
issuable upon exercise of the Rights
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will be non-redeemable and rank junior to all other series of the Company's
preferred stock. Each whole Preferred Share will be entitled to receive a
quarterly preferential dividend equal to the greater of (i) $1.00 and (ii) 1,000
times the aggregate per share dividend declared on the Common Shares. In the
event of liquidation, the holders of the Preferred Shares will be entitled to
receive a preferential liquidation payment per whole share equal to the greater
of (i) $1,000 and (ii) 1,000 times the aggregate amount to be distributed per
Common Share. In the event of any merger, consolidation or other transaction in
which Common Shares are exchanged for or changed into other stock or securities,
cash or other property, each whole Preferred Share will be entitled to receive
1,000 times the amount received per Common Share. Each whole Preferred Share
shall be entitled to 1,000 votes on all matters submitted to a vote of the
stockholders of the Company, and Preferred Shares shall generally vote together
as one class with the Common Shares and any other capital stock on all matters
submitted to a vote of the stockholders of the Company.
The offer and sale of the Preferred Shares issuable upon exercise of
the Rights will be registered with the Securities and Exchange Commission and
such registration will not be effective until the Rights become exercisable.
Antidilution and Other Adjustments. The Purchase Price and the number
of one one-thousandths of a Preferred Share or other securities or property
issuable upon exercise of the Rights are subject to customary adjustments from
time to time to prevent dilution.
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.
Exchange Option. At any time after the acquisition by a person or group
of affiliated or associated persons of beneficial ownership of 20% or more of
the outstanding Voting Shares of the Company and before the acquisition by a
person or group of 50% or more of the outstanding Voting Shares of the Company,
the Board of Directors may, at its option, issue Common Shares in mandatory
redemption of, and in exchange for, all or part of the then outstanding and
exercisable Rights (other than Rights owned by such person or group which would
become null and void) at an exchange ratio of one Common Share (or one
one-thousandth of a Preferred Share) for each two Common Shares for which each
Right is then exercisable, subject to adjustment.
Redemption of Rights. At any time prior to the first public
announcement that a person or group has become the beneficial owner of 20% or
more of the outstanding Voting Shares, the Board of Directors of the Company may
redeem all but not less than all the then outstanding Rights at a price of $.01
per Right (the "Redemption Price"). The redemption of the Rights may be made
effective at such time, on such basis and with such conditions as the Board of
Directors in its sole discretion may establish. Immediately upon the action of
the Board of Directors 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.
No Rights as Stockholder. 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.
Amendment of Rights. 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, including an amendment to extend the Final Expiration Date, and,
provided a Distribution Date has not occurred, to extend the period during which
the Rights may be redeemed, except that after the first public announcement that
a person or group has become the beneficial owner of 20% or more of the
outstanding Voting Shares, no such amendment may materially and adversely affect
the interests of the holders of the Rights.
The foregoing description of the Rights does not purport to be complete
and is qualified in its entirety by reference to the Rights Agreement, form of
Certificate of Designation of Shares of Junior Participating Preferred Stock,
form of Right Certificate, form of the Summary of Rights and the specimen of the
legend to be placed on new Common Share certificates, filed as exhibits hereto
and incorporated by reference herein.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of businesses acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits.
99.1. Rights Agreement, dated as of February 12, 1999, between the
Company and ChaseMellon Shareholder Services L.L.C., as Rights
Agent, specifying the terms of the Rights, which includes the
form of Certificate of Designation of Junior Participating
Preferred Stock as Exhibit A, the form of Right Certificate as
Exhibit B and the form of the Summary of Rights to Purchase
Preferred Shares as Exhibit C (incorporated herein by
reference to Exhibit 1 to the Company's Registration Statement
on Form 8-A filed with the Securities Exchange Commission on
February 18, 1999).
99.2. Form of Certificate of Designation of Junior Participating
Preferred Stock (included as Exhibit A to the Rights Agreement
(Exhibit 99.1 hereto)) setting forth the terms of the Junior
Participating Preferred Stock, par value $.01 per share.
99.3. Form of Right Certificate (included as Exhibit B to the Rights
Agreement (Exhibit 99.1 hereto)). Pursuant to the Rights
Agreement, printed Right Certificates will not be delivered
until as soon as practicable after the Distribution Date.
99.4. Form of Summary of Rights to Purchase Preferred Shares
(included as Exhibit C to the Rights Agreement (Exhibit 99.1
hereto)) which, together with certificates representing the
outstanding Common Shares of the Company, shall represent the
Rights prior to the Distribution Date.
99.5. Specimen of legend to be placed, pursuant to Section 3(d) of
the Rights Agreement, on all new Common Share certificates
issued by the Company after February 22, 1999 and prior to the
Distribution Date upon transfer, exchange or new issuance
(incorporated by reference to Exhibit 5 to the Company's
Registration Statement on Form 8-A filed with the Securities
and Exchange Commission on February 18, 1999).
99.6 Press Release dated February 12, 1999.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
NEWFIELD EXPLORATION COMPANY
Date: February 17, 1999 By: /s/ TERRY W. RATHERT
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Terry W. Rathert
Vice President-Planning and Administration
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EXHIBIT INDEX
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Exhibit
Number Description
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(a) Financial Statements of businesses acquired.
Not applicable.
(b) Pro forma financial information
Not applicable.
(c) Exhibits.
99.1. Rights Agreement, dated as of February 12, 1999, between the
Company and ChaseMellon Shareholder Services L.L.C., as Rights
Agent, specifying the terms of the Rights, which includes the form
of Certificate of Designation of Junior Participating Preferred
Stock as Exhibit A, the form of Right Certificate as Exhibit B and
the form of the Summary of Rights to Purchase Preferred Shares as
Exhibit C (incorporated herein by reference to Exhibit 1 to the
Company's Registration Statement on Form 8-A filed with the
Securities Exchange Commission on February 18, 1999).
99.2 Form of Certificate of Designation of Junior Participating
Preferred Stock (included as Exhibit A to the Rights Agreement
(Exhibit 99.1 hereto)) setting forth the terms of the Junior
Participating Preferred Stock, par value $.01 per share.
99.3 Form of Right Certificate (included as Exhibit B to the Rights
Agreement (Exhibit 99.1 hereto)). Pursuant to the Rights
Agreement, printed Right Certificates will not be delivered until
as soon as practicable after the Distribution Date.
99.4 Form of Summary of Rights to Purchase Preferred Shares (included
as Exhibit C to the Rights Agreement (Exhibit 99.1 hereto)) which,
together with certificates representing the outstanding Common
Shares of the Company, shall represent the Rights prior to the
Distribution Date.
99.5 Specimen of legend to be placed, pursuant to Section 3(d) of the
Rights Agreement, on all new Common Share certificates issued by
the Company after February 22, 1999 and prior to the Distribution
Date upon transfer, exchange or new issuance (incorporated by
reference to Exhibit 5 to the Company's Registration Statement on
Form 8-A filed with the Securities and Exchange Commission on
February 18, 1999).
99.6 Press Release dated February 12, 1999.
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EXHIBIT 99.6
FOR IMMEDIATE RELEASE
NEWFIELD EXPLORATION COMPANY ADOPTS
STOCKHOLDER RIGHTS PLAN
HOUSTON, TEXAS, February 12, 1999 -- Newfield Exploration Company
(NYSE--NFX) today announced that its Board of Directors has authorized the
adoption of a stockholder rights plan. This plan is designed to ensure that all
Newfield stockholders receive fair and equal treatment in the event of a
proposed takeover of Newfield. It includes safeguards against partial or
two-tiered tender offers, squeeze-out mergers and other abusive takeover
tactics. The rights will be issued on February 22, 1999 to stockholders of
record on that date, and will expire on February 22, 2009.
The plan provides for the issuance of one right for each outstanding
share of Newfield's common stock. The rights will become exercisable only if a
person or group acquires 20% or more of Newfield's outstanding voting stock or
announces a tender or exchange offer that would result in ownership of 20% or
more of Newfield's voting stock.
Each right will entitle the holder to buy one one-thousandth (1/1000)
of a share of a new series of junior participating preferred stock at an
exercise price of $85 per right, subject to antidilution adjustments. Each one
one-thousandth of a share of this new preferred stock has the dividend and
voting rights of, and is designed to be substantially equivalent to, one share
of common stock. Newfield's Board of Directors may, at its option, redeem all
rights for $.01 per right at any time prior to the acquisition of 20% or more of
Newfield's stock by a person or group.
If a person or group acquires 20% or more of Newfield's outstanding
voting stock, each right will entitle holders, other than the acquiring party,
to purchase common stock of Newfield having a market value of $170 for a
purchase price of $85.
The plan also includes an exchange option. If a person or group
acquires 20% or more, but less than 50%, of the outstanding voting stock, the
Board of Directors may at its option exchange the rights in whole or in part for
shares of Newfield stock. Under this option, Newfield would issue one share of
common stock, or one one-thousandth of a share of the new preferred stock, for
each two shares of common stock for which a right is then exercisable. This
exchange would not apply to shares held by the person or group holding 20% or
more of Newfield's voting stock.
If, after the rights have become exercisable, Newfield merges or
otherwise combines with another entity, or sells assets constituting more than
50% of its assets or producing more than 50% of its earning power or cash flow,
each right then outstanding will entitle its holder to purchase for $85, subject
to antidilution adjustments, a number of the acquiring party's common shares
having a market value of twice that amount.
The stockholder rights plan is not being adopted at this time in
response to any pending takeover threat to Newfield. Newfield's stockholder
rights plan will not prevent, nor is it intended to prevent, a takeover of
Newfield. Since the rights may be redeemed by the Board under certain
circumstances, they should not interfere with any merger or other business
combination approved by the Board. The issuance of the rights does not in any
way diminish the financial strength of Newfield
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or interfere with its business plans. The issuance of the rights has no dilutive
effect, will not affect reported earnings per share and will not change the way
Newfield common stock is currently traded.
Newfield explores, develops and acquires oil and gas properties
principally in the Gulf of Mexico.
Newfield Exploration Company For more information contact:
353 N. Sam Houston Pkwy. E., Ste. 2020 James P. Ulm, II
Houston, TX 77060 (281)847-6000
(www.newfld.com)
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