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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A/A
AMENDMENT TO A REGISTRATION STATEMENT
ON FORM 8-A
Pursuant to Section 12(b) or (g)
of the Securities Exchange Act of 1934
WESTERN ATLAS INC.
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(Exact Name of Registrant as Specified in Charter)
DELAWARE 1-12430 95-3899675
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
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10205 WESTHEIMER ROAD, HOUSTON, TEXAS 77042-3115
(Address of Principal Executive Offices) (Zip Code)
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(713) 972-4000
(Registrant's telephone number, including area code)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Amendment to Description of Registrant's Securities to be Registered:
On August 17, 1994, the Board of Directors of Western Atlas Inc. (the
"Company") adopted a Share Purchase Rights Plan (the "Plan") under which the
Board declared a dividend of one preferred share purchase right (a "Right") for
each outstanding share of common stock, par value $1.00 per share (the "Common
Shares"), of the Company. The dividend was paid on August 31, 1994 to
stockholders of record on that date (the "Record Date"). Each Right entitles the
registered holder to purchase from the Company one one-thousandth of a share of
Series A Junior Participating Preferred Stock, par value $1.00 per share (the
"Preferred Shares"), of the Company at a price of $200 (the "Purchase Price),
subject to adjustment. A description of the terms of the Rights are set forth in
a Rights Agreement (the "Rights Agreement"), dated as of August 17, 1994, as
amended as of May 10, 1998, by and between the Company and ChaseMellon
Shareholder Services L.L.C., as successor to Chemical Trust Company of
California, as Rights Agent (the "Rights Agent").
Until the earlier to occur of (i) ten days following a public
announcement that a person or group of affiliated or associated persons (an
"Acquiring Person") has acquired beneficial ownership of 15 percent or more of
the outstanding Common Shares or (ii) ten business days (or such other 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 15 percent 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 with a copy
of the Summary of Rights attached thereto. Notwithstanding the foregoing,
neither Baker Hughes Incorporated, a Delaware corporation ("Baker Hughes"),
Baker Hughes Delaware I, Inc., a Delaware corporation ("Merger Sub"), nor any
other person, shall be deemed to be an Acquiring Person by virtue of the
execution and delivery of the Agreement and Plan of Merger (as it may be amended
or supplemented from time to time, the "Merger Agreement") entered into as of
May 10, 1998, among the Company, Baker Hughes and Merger Sub, or the Stock
Option Agreement dated as of May 10, 1998 between the Company, as grantor, and
Baker Hughes, as grantee (the "Stock Option Agreement"), the conversion of
Common Shares into the right to receive the common stock of Baker Hughes in
accordance with the Merger Agreement, the issuance of Common Shares upon the
exercise of the option granted to Baker Hughes pursuant to the Stock Option
Agreement, nor the consummation of the merger of the Company with Merger Sub
(the "Merger") as contemplated by the Merger Agreement or any other transaction
contemplated by the Merger Agreement or the Stock Option Agreement (each of the
foregoing, an "Exempt Event"). The Rights Agreement provides that no Exempt
Event shall cause a Distribution Date. The Merger Agreement and the Stock Option
Agreement are each filed as exhibits to the
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Company's Schedule 13D filed with the Securities and Exchange Commission on May
20, 1998.
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 the 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 ("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 evidence the Rights.
In the event that any person or group of affiliated or associated
persons becomes an Acquiring Person, proper provision shall be made so 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 prior to the time a 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 $.01 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.
If the Rights are not redeemed as provided above and in the event that
the Company is acquired in a merger or other business combination transaction or
50 percent or more of its consolidated assets or earning power are sold after a
person or group has become 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.
At any time after any person or group becomes an Acquiring Person
and prior to the acquisition by such person or group of 50 percent 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 per Right (subject to
adjustment).
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Preferred Shares which are purchasable under the Plan will not be
redeemable. Each Preferred Share will be entitled to an aggregate dividend of
1,000 times the dividend declared per Common Share but in no event shall such
minimum preferential quarterly dividend payment be less than $10 per share. In
the event of liquidation, the holders of the Preferred Shares will be entitled
to an aggregate payment of 1,000 times the payment made per Common Share, but in
no event shall they receive less than $1,000 per share. Each Preferred Share
will have 1,000 votes, 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 voting, dividend, and liquidation rights
of the Preferred Shares, 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.
The Purchase Price payable, and the number of Preferred Shares or
other securities or property issuable, under the Plan 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-thousandth
of a Preferred Share issuable under the Plan 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.
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1
percent 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.
Until a Right is exercised, the holder thereof, as such, will have
no Rights as a shareholder of the Company, including, without limitation, the
right to vote or to receive dividends. While the distribution of the Rights will
not be taxable to you or to the Company, shareholders may recognize taxable
income upon the occurrence of subsequent events--for example, upon the
redemption, sale, or other disposition of the Rights, or upon the Rights
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becoming exercisable with respect to an acquiror's stock whether or not
exercised. Holders of the Rights should consult with their tax advisors in the
event any such subsequent event occurs.
As stated above, the Rights are not exercisable until the Distribution
Date. The Rights will expire on the earlier of (i) the time immediately prior to
the consummation of the Merger or (ii) the later of the termination of the
Merger Agreement or the close of business on August 31, 2004 (the "Final
Expiration Date"), unless the Final Expiration Date is extended or unless the
Rights are earlier redeemed or exchanged by the Company.
Unitrin and its subsidiaries currently own 23.1 percent of the
outstanding Common Shares. The Plan does not affect the Unitrin companies so
long as they do not purchase additional Common Shares or their Common Shares are
not transferred to a third party or group which would thereby beneficially own
15 percent or more of the outstanding Common Shares.
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 lower certain thresholds described above to not less than the
greater of (i) the sum of .001 percent and the largest percentage of the
outstanding Common Shares then known to the Company to be beneficially owned by
any person or group of affiliated or associated persons (other than Unitrin,
Inc., and its subsidiaries) and (ii) 10 percent, except that 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.
Item 2. Exhibits.
1. Rights Agreement, dated as of August 17, 1994, between Western
Atlas Inc. and Chemical Trust Company of California, as Rights
Agent, which includes: as Exhibit A thereto, the Form of
Certificate of Designations of Series A Junior Participating
Preferred Stock, par value $1.00 per share, of Western Atlas Inc.;
as Exhibit B thereto, the Form of Right Certificate; and as Exhibit
C thereto, the Summary of Rights to Purchase Preferred Shares
(incorporated by reference to Exhibit 1 of the Company's
Registration Statement on Form 8-A dated August 24, 1994).
2. Letter to shareholders dated August 24, 1994 (incorporated by
reference to Exhibit 1 of the Company's Registration Statement on
Form 8-A dated August 24, 1994).
3. Amendment, dated as of May 10, 1998, to the Rights Agreement,
dated as of August 17, 1994, by and between Western Atlas Inc.
and ChaseMellon Shareholder Services L.L.C., as successor to
Chemical Trust Company of California (as Rights Agent).
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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.
WESTERN ATLAS INC.
By: /s/James E. Brasher
Name: James E. Brasher
Title: Senior Vice President
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EXHIBIT INDEX
Exhibit Description
1. Rights Agreement, dated as of August 17, 1994, between Western Atlas
Inc. and Chemical Trust Company of California, as Rights Agent,
which includes: as Exhibit A thereto, the Form of Certificate of
Designations of Series A Junior Participating Preferred Stock, par
value $1.00 per share, of Western Atlas Inc.; as Exhibit B thereto,
the Form of Right Certificate; and as Exhibit C thereto, the Summary
of Rights to Purchase Preferred Shares (incorporated by reference to
Exhibit 1 of the Company's Registration Statement on Form 8-A dated
August 24, 1994).
2. Letter to shareholders dated August 24, 1994 (incorporated by
reference to Exhibit 1 of the Company's Registration Statement on
Form 8-A dated August 24, 1994).
3. Amendment, dated as of May 10, 1998, to the Rights Agreement,
dated as of August 17, 1994, by and between Western Atlas Inc.
and ChaseMellon Shareholder Services L.L.C., as successor to
Chemical Trust Company of California (as Rights Agent).
AMENDMENT TO RIGHTS AGREEMENT
AMENDMENT, dated as of May 10, 1998, to the Rights Agreement,
dated as of August 17, 1994, by and between Western Atlas Inc. (the "COMPANY")
and Chemical Trust Company of California (as Rights Agent) (the "RIGHTS
AGREEMENT").
WHEREAS, ChaseMellon Shareholder Services L.L.C. is the
successor as Rights Agent to Chemical Trust Company of California; and
WHEREAS, the Company and the Rights Agent have heretofore
executed and entered into the Rights Agreement; and
WHEREAS, pursuant to Section 27 of the Rights Agreement, the
Company may from time to time supplement or amend the Rights Agreement in
accordance with the provisions of Section 27 thereof; and
WHEREAS, the Company intends to enter into an Agreement and
Plan of Merger (as it may be amended or supplemented from time to time, the
"MERGER AGREEMENT"), dated as of May 10, 1998, among the Company and Baker
Hughes Incorporated and Baker Hughes Delaware I, Inc., as the same may be
amended from time to time (all capitalized terms used in this Amendment and not
otherwise defined herein shall have the meaning ascribed thereto in the Merger
Agreement); and
WHEREAS, the Board of Directors has determined that the Merger
and the other transactions contemplated by the Merger Agreement are fair to and
in the best interests of the Company and its stockholders; and
WHEREAS, the Board of Directors has found that it is in the
best interest of the Company and its stockholders, and has deemed it necessary
and desirable, to amend the Rights Agreement to exempt the Merger Agreement and
the transactions contemplated thereby from the application of the Rights
Agreement.
NOW, THEREFORE, the Company hereby amends the Rights Agreement
as follows:
1. Section 1(a) of the Rights Agreement is hereby modified, amended and
restated in its entirety as follows:
"'Acquiring Person' shall mean any Person (as such term is
hereinafter defined) who or which, together with all
Affiliates and Associates (as such terms are hereinafter
defined) of such Person, shall be the Beneficial Owner of 15
percent (15%) or more of the Common Shares of the Company then
outstanding, but shall not include (i) the Company, (ii) any
Subsidiary (as such term is hereinafter defined) of the
Company, (iii) any employee benefit plan of the Company or of
any Subsidiary of the Company, or any entity holding Common
Shares for or pursuant to the terms of any such plan, (iv)
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Unitrin, Inc., a Delaware corporation ("Unitrin"), and its
subsidiaries as long as such entities in the aggregate
beneficially own less than 12,658,000 Common Shares.
Notwithstanding the foregoing, no Person shall become an
"Acquiring Person" as the result of an acquisition of Common
Shares by the Company which, by reducing the number of shares
outstanding, increases the proportionate number of shares
beneficially owned by such Person to 15% or more of the Common
Shares of the Company then outstanding; provided, however,
that if a Person shall become the Beneficial Owner of 15% or
more of the Common Shares of the Company then outstanding by
reason of share purchases by the Company and shall, after such
share purchases by the Company, become the Beneficial Owner of
any additional Common Shares of the Company, then such Person
shall be deemed to be an "Acquiring Person." Notwithstanding
the foregoing, 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), has become such
inadvertently, and such Person divests as promptly as
practicable a sufficient number of Common Shares so that such
Person would not 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 an "Acquiring
Person" for any purposes of this Agreement. Notwithstanding
the foregoing, no Person (and no Affiliate or Associate of any
Person) shall be deemed to be the "Beneficial Owner" of or to
"beneficially own" particular securities if such Person is the
Beneficial Owner of or "beneficially owns" such securities
solely as a result of its status as Affiliate or Associate of
Unitrin and if such Person would not otherwise be the
Beneficial Owner of or "beneficially own" such securities.
Notwithstanding the foregoing, neither Baker Hughes
Incorporated, a Delaware corporation ("Parent"), Baker Hughes
Delaware I, Inc., a Delaware corporation ("Sub"), nor any
other Person, shall be deemed to be an Acquiring Person by
virtue of the execution and delivery of the Agreement and Plan
of Merger (as it may be amended or supplemented from time to
time, the "Merger Agreement") to be entered into as of May 10,
1998, among the Company, Parent and Sub, or the Stock Option
Agreement dated as of May 10, 1998 between the Company, as
grantor, and Parent, as grantee (the "Stock Option
Agreement"), the conversion of Common Shares into the right to
receive Parent Common Stock (as defined in the Merger
Agreement) in accordance with Article 4 of the Merger
Agreement, the issuance of Common Shares upon the exercise of
the Option (as defined in the Stock Option Agreement) granted
to Parent pursuant thereto, nor the consummation of the Merger
(as defined in the Merger Agreement) or any other transaction
contemplated by the Merger Agreement or the Stock Option
Agreement (each of the foregoing, an "Exempt Event").
2. Section 1(1) of the Rights Agreement is hereby modified and amended
by adding the following sentence at the end thereof:
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"No Exempt Event shall cause a Shares Acquisition Date."
3. Section 3(a) of the Rights Agreement is hereby modified and amended
by adding the following sentence at the end thereof:
"No Exempt Event shall cause a Distribution Date."
4. Clauses (i), (ii), and (iii) of Section 7(a) of the Rights Agreement
are hereby modified, amended and restated in their entirety as follows:
"(i) the time immediately prior to the consummation of the
Merger, (ii) the later of the termination of the Merger
Agreement of the close of business on August 31, 2004 (the
"Final Expiration Date"), (iii) the time at which the Rights
are redeemed as provided in Section 23 hereof (the "Redemption
Date"), or (iv) the time at which such Rights are exchanged as
provided in Section 24 hereof."
5. Section 29 of the Rights Agreement is hereby modified and amended to
add the following sentence at the end thereof:
"Notwithstanding the foregoing, nothing in this Agreement
shall be construed to give any holder of Rights or any other
Person any legal or equitable rights, remedy or claim under
this Agreement in connection with any transactions
contemplated by the Merger Agreement or the Stock Option
Agreement."
6. This Amendment may be executed by the parties hereto in separate
counterparts, each of which when so executed and delivered shall be an original,
but all such counterparts shall together constitute one and the same instrument.
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[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, this Amendment has been duly executed by
the Company and the Rights Agent as of the day and year first written above.
WESTERN ATLAS INC.
By: /s/ James E. Brasher
Name: James E. Brasher
Title: Senior Vice President
CHASEMELLON SHAREHOLDER SERVICES L.L.C.
As Successor to
CHEMICAL TRUST COMPANY OF CALIFORNIA
(as Rights Agent)
By: /s/ R. John Davis
Name: R. John Davis
Title: Vice President
