Section 1 – Registrant’s Business and Operations.
Item 1.01 Entry Into a Material Definitive Agreement.
Shareholder Rights Plan
On March 23, 2009, the Company appointed American Stock Transfer Trust Company, LLC (“the Rights Agent”) as rights agent under the Rights Agreement, as amended and restated on May 18, 2005 (the “Rights Agreement”).
On March 24, 2009, the Company and the Rights Agent entered into the Fourth Amendment to the Rights Agreement (the “Amendment”) to exempt the George Kaiser Family Foundation (“GKFF”) from the definition of acquiring person, subject to certain conditions, for so long as GKFF owns an amount of common shares of the Company that is (a) greater than or equal to 15% of the issued and outstanding common shares of the Company and (b) less than or equal to 25% of the issued and outstanding common shares of the Company. The foregoing summary of the Amendment is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 4.1 hereto and is incorporated by reference herein.
In connection with the Amendment, the Company has taken actions such that the acquisition of additional shares by GKFF will not be deemed to be a change of control for purposes of the Company’s employee benefits plans, including the key employee agreements.
Also in connection with the Amendment, on March 24, 2009, the Company entered into a Standstill Agreement (the “Standstill Agreement”) with GKFF. The Standstill Agreement restricts GKFF from taking certain actions during the Standstill Period (as defined below) with respect to the Company, including influencing or controlling management of the Company, obtaining representation on the Company’s board of directors, participating in the solicitation of proxies with respect to the Company and acquiring in excess of 25% of the common shares of the Company. The Standstill Agreement also requires GKFF, during the Standstill Period, to vote its common shares of the Company in accordance with the recommendations of the Company’s board of directors, subject to certain exceptions. The Standstill Period is defined in the Standstill Agreement to mean the period beginning on the date of the Standstill Agreement and ending on the first date, after having acquired 15% ownership of the Company, on which GKFF falls below 15% ownership of the company. The foregoing summary of the Standstill Agreement is qualified in its entirety by reference to the full text of the Standstill Agreement, which is filed as Exhibit 4.2 hereto and is incorporated by reference herein.
Section 3 – Securities and Trading Markets.
Item 3.03 Material Modification to Rights of Security Holder.
On March 24, 2009, the Company amended and restated its Rights Agreement. A more detailed discussion regarding the Rights Agreement is provided in Item 1.01 above.
Section 9 – Financial Statements and Exhibits.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | Description |
| 4.1 | Fourth Amendment of Rights Agreement dated as of March 24, 2009, between the Company and American Stock Transfer Company, LLC, as successor to Mellon Investor Services L.L.C. |
| 4.2 | Standstill Agreement dated as of March 24, 2009, by and between the Company and the George Kaiser Family Foundation |
