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UNITED STATES
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): NOVEMBER 21, 1997
CAMCO INTERNATIONAL INC.
(Exact name of registrant as specified in charter)
DELAWARE 1-10718 13-3517570
(State of Incorporation) (Commission File No.) (I.R.S. Employer
Identification No.)
7030 ARDMORE
HOUSTON, TEXAS 77054
(Address of Principal (Zip Code)
Executive Offices)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (713) 747-4000
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Exhibit Index Appears on Page 4
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ITEM 5. OTHER EVENTS.
On October 21, 1997, the Board of Directors of Camco International
Inc., a Delaware corporation (the "Company"), approved an amendment to the
Company's Rights Agreement dated as of December 15, 1994 (the "Rights
Agreement"), between the Company and First Chicago Trust Company of New York,
as Rights Agent, to increase the Purchase Price defined in Section 7(b) of the
Rights Agreement for each Common Share purchasable upon the exercise of a Right
from $65.00 to $250.00, subject to adjustment.
A copy of the press release announcing the amendment of the Rights
Agreement is filed as Exhibit 99.1 and is hereby incorporated herein by
reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
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(c) Exhibits.
4.1 - Rights Agreement dated as of December 15, 1994, between the Company and First Chicago Trust Company
of New York, as Rights Agent, which includes as exhibits, the form of Right Certificate and the
Summary of Rights to Purchase Common Shares (incorporated by reference to Exhibit No. 1 to the
Company's Registration Statement on Form 8-A dated December 19, 1994).
4.2 - First Amendment to Rights Agreement dated as of October 21, 1997, between the Company and First
Chicago Trust Company of New York, as Rights Agent.
99.1 - Press Release of the Company dated October 21, 1997, announcing the amendment of the Rights
Agreement.
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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.
CAMCO INTERNATIONAL INC.
Dated: November 21, 1997 /s/ RONALD R. RANDALL
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Ronald R. Randall
Vice President, General Counsel and
Secretary
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INDEX TO EXHIBITS
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Number Exhibit
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4.1 Rights Agreement dated as of December 15, 1994, between the Company and
First Chicago Trust Company of New York, as Rights Agent, which includes as
exhibits, the form of Right Certificate and the Summary of Rights to
Purchase Common Shares (incorporated by reference to Exhibit No. 1 to the
Company's Registration Statement on Form 8-A dated December 19, 1994).
4.2 First Amendment to Rights Agreement dated as of October 21, 1997, between
the Company and First Chicago Trust Company of New York, as Rights Agent.
99.1 Press Release of the Company dated October 21, 1997, announcing the
amendment of the Rights Agreement.
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EXHIBIT 4.2
FIRST AMENDMENT
TO
RIGHTS AGREEMENT
THIS FIRST AMENDMENT TO RIGHTS AGREEMENT dated as of October 21, 1997
(this "Amendment"), between Camco International Inc., a Delaware corporation
(the "Company"), and First Chicago Trust Company of New York (the "Rights
Agent").
WHEREAS, the Company and the Rights Agent are parties to a Rights
Agreement dated as of December 15, 1994 (the "Rights Agreement");
WHEREAS, the Board of Directors of the Company deems it advisable that
the Rights Agreement be amended to adjust the Purchase Price as defined in the
Rights Agreement; and
WHEREAS, the Company and the Rights Agent desire to amend the Rights
Agreement, pursuant to Section 27 of the Rights Agreement, as set forth in this
Amendment.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements set forth herein, the parties hereby agree as follows:
Section 1. Amendment to Section 7(b) of the Rights Agreement.
Section 7(b) of the Rights Agreement is hereby amended in its entirety to read
as follows:
(b) The Purchase Price for each Common Share pursuant to
the exercise of a Right shall be $250.00, and shall be subject to
adjustment from time to time as provided in Sections 11 and 13
hereof, and shall be payable in lawful money of the United States of
America in accordance with paragraph (c) below.
Section 2. Amendment to Exhibit A of the Rights Agreement. The
first paragraph of the "Form of Right Certificate" attached as Exhibit A to the
Rights
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Agreement is hereby amended by deleting the reference to the dollar amount of
the Purchase Price designated therein as "$65.00" and replacing it with
"$250.00."
Section 3. Amendment to Exhibit B of the Rights Agreement. The
first paragraph of the "Summary of Rights to Purchase Common Shares" as Exhibit
B to the Rights Agreement is hereby amended by deleting the reference to the
dollar amount of the Purchase Price designated therein as "$65.00" and
replacing it with "$250.00."
Section 4. Definitions. Capitalized terms used herein that are
not otherwise defined shall have the meaning ascribed to them in the Rights
Agreement.
Section 5. Effect of Amendment. Except as expressly modified
herein, the Rights Agreement shall remain in full force and effect.
Section 6. Severability. If any term, provision, covenant or
restriction of this Amendment is held by a court of competent jurisdiction or
other authority to be invalid, void or unenforceable, the remainder of the
terms, provisions, covenants and restrictions of this Amendment shall remain in
full force and effect and shall in no way be affected, impaired or invalidated;
provided, however, that notwithstanding the foregoing, if any such term,
provision, covenant or restriction is held by such court or authority to be
invalid, void or unenforceable and the Board of Directors of the Company, with
the concurrence of the majority of the Disinterested Directors then in office,
determines in its good faith judgment that severing the invalid language from
this Amendment would materially and adversely affect the purpose and effect of
this Amendment or the Rights Agreement, the right of redemption set forth in
Section 23 of the Rights Agreement shall be reinstated and shall not expire
until the Close of Business on the 10th day following the date of such
determination by the Board of Directors.
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Section 7. Governing Law. This Amendment, the Rights Agreement
and each Right Certificate issued thereunder 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.
Section 8. Descriptive Headings. Descriptive headings of the
several Sections of this Amendment are inserted for convenience only and shall
not control or affect the meaning or construction of any of the provisions
hereof.
Section 9. Counterparts. This Amendment may be executed in any
number of counterparts, each of such counterparts shall for all purposes be
deemed to be an original, and all such counterparts shall together constitute
but one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and attested, all as of the day and year first above written.
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Attest: CAMCO INTERNATIONAL INC.
By: /s/ RONALD R. RANDALL By: /s/ GARY D. NICHOLSON
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Name: Ronald R. Randall Name: Gary D. Nicholson
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Title: Secretary Title: President and CEO
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Attest: FIRST CHICAGO TRUST COMPANY
OF NEW YORK
By: /s/ GERALD J. O'LEARY By: /s/ JAMES KUZMICH
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Name: Gerald J. O'Leary Name: James Kuzmich
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Title: Vice President Title: Asst. Vice President
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EXHIBIT 99.1
CAMCO INTERNATIONAL INC.
NEWS RELEASE
Contact: Herbert S. Yates
Senior Vice President - Finance
(713) 749-5680
Houston, Texas, October 22, 1997 .... Camco International Inc. (NYSE: CAM)
declared a regular quarterly cash dividend of five cents ($.05) per share of
common stock outstanding to be paid November 18, 1997 to the shareholders of
record at the close of business on November 4, 1997.
In a separate action, the Board of Directors of Camco International
Inc. has approved an amendment to the Company's Rights Agreement in view of the
substantial increase in the Company's common stock price since the Rights
Agreement was adopted in December 1994.
The Rights Agreement was adopted with an exercise price of $65 per
share, when the Company's common stock was trading at approximately $20 per
share. With the Company's common stock recently trading at approximately $75
per share, the Board of Directors approved an amendment to the Rights Agreement
to increase the exercise price to $250 per share.
The Rights Agreement, which expires December 15, 2004, was adopted to
protect the Company's stockholders against certain coercive, unfair or
inadequate takeover attempts. The Rights Agreement was neither adopted nor
amended in response to any specific takeover bid.
Camco International Inc. is a worldwide oilfield equipment and service
company providing specialized products and services in drilling, well
completion, production and well services for the oil and gas industry. Camco's
trade names include Camco Coiled Tubing Services, Camco Products, Camco
Wireline, Hycalog, Lasalle Engineering, Lawrence Technology, Production
Operators, Reda, Reed Tool and Site Oil Tools.
