FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
NUEVO ENERGY COMPANY
(Exact name of registrant as
specified in its charter)
DELAWARE
(State of incorporation or organization)
75-0304436
(I.R.S. Employer Identification No.)
1331 LAMAR, SUITE 1650
HOUSTON, TEXAS 77010
(Address of principal executive
offices, including 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
Series C Preferred Stock Purchase Rights New York Stock Exchange
If this Form relates to the registration of a class of debt securities and
is effective upon filing pursuant to General Instruction A.(c)(1), please check
the following box. [ ]
If this Form relates to the registration of a class of debt securities and
is to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [ ]
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
NONE
(Title of class)
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
On March 5, 1997, the Board of Directors of Nuevo Energy Company (the
"Company") authorized and declared a dividend of one preferred stock purchase
right (a "Right") for each share of common stock, par value $.01 per share, of
the Company (the "Common Shares"). The dividend is payable on March 21, 1997
(the "Record Date") to the holders of record of Common Shares as of the close of
business on such date.
The following is a brief description of the Rights. It is intended to
provide a general description only and is subject to the detailed terms and
conditions of a Rights Agreement (the "Rights Agreement") dated as of March 5,
1997 by and between the Company and American Stock Transfer & Trust Company, as
Rights Agent (the "Rights Agent").
1. COMMON SHARE CERTIFICATES REPRESENTING RIGHTS
Until the Distribution Date (as defined in Section 2 below), (a) the
Rights shall not be exercisable, (b) the Rights shall be attached to and trade
only together with the Common Shares and (c) the stock certificates representing
Common Shares shall also represent the Rights attached to such Common Shares.
Common Share certificates issued after the Record Date and prior to the
Distribution Date shall contain a notation incorporating the Rights Agreement by
reference.
2. DISTRIBUTION DATE
The "Distribution Date" is the earliest of (a) the tenth day following the
date of the first public announcement that any person (other than the Company or
certain related entities, and with certain additional exceptions) has become the
beneficial owner of 15% or more of the then outstanding Common Shares (such
person is an "Acquiring Person" and the date of such public announcement is the
"Stock Acquisition Date") or (b) the close of business on the tenth business day
(or such later day as shall be designated by the Board of Directors) following
the date of the commencement of, or the announcement of an intention to make, a
tender offer or exchange offer, the consummation of which would cause any person
(other than the Company and certain related entities and with certain additional
exceptions) to become an Acquiring Person. In calculating the percentage of
outstanding Common Shares that are beneficially owned by any person, such person
shall be deemed to beneficially own any Common Shares issuable upon the
exercise, exchange or conversion of any options, warrants or other securities
beneficially owned by such person and any Common Shares beneficially owned by
certain affiliates and associates of such person. Notwithstanding the foregoing,
if any person shall become the beneficial owner of at least 15% of the
outstanding Common Shares by reason of purchases of Common Shares by the
Company, then such person shall not be deemed an "Acquiring Person" until such
person thereafter acquires beneficial ownership of, in the aggregate, a number
of additional Common Shares equal to 1% or more of the then outstanding Common
Shares.
After the Distribution Date, the Rights shall separate from the Common
Shares, Rights certificates shall be issued, and the Rights shall become
exercisable to purchase Preferred Shares as described in Section 5 below.
2
3. ISSUANCE OF RIGHTS CERTIFICATES
As soon as practicable following the Distribution Date, separate
certificates representing only Rights shall be mailed to the holders of record
of Common Shares as of the close of business on the Distribution Date, and such
separate Rights certificates alone shall represent such Rights from and after
the Distribution Date.
4. EXPIRATION OF RIGHTS
The Rights shall expire on March 21, 2007, unless earlier redeemed or
exchanged.
5. EXERCISE OF RIGHTS
Unless the Rights have expired or been redeemed or exchanged, they may be
exercised, at the option of the holders, pursuant to paragraphs (a), (b) or (c)
below. No Right may be exercised more than once or pursuant to more than one of
such paragraphs. From and after the first event of the type described in
paragraphs (b) or (c) below, each Right that is beneficially owned by an
Acquiring Person or an affiliate or associate thereof shall be void.
(a) RIGHT TO PURCHASE PREFERRED SHARES. From and after the close of
business on the Distribution Date, each Right (other than a Right that has
become void) shall be exercisable to purchase one one-hundredth of a share of
Series C Preferred Stock, par value $1.00 per share, of the Company (the
"Preferred Shares"), at an exercise price of $150.00 (one hundred and fifty
dollars) (the "Purchase Price"). The Preferred Shares are nonredeemable and,
unless otherwise provided in connection with the creation of a subsequent series
of preferred stock, are subordinate to any other series of the Company's
preferred stock whether issued before or after the issuance of the Preferred
Shares. The Preferred Shares may not be issued except upon exercise of Rights.
The holder of a Preferred Share is entitled to receive when, as and if declared,
the greater of (i) cash and non-cash dividends in an amount equal to 100 times
the dividends declared on each Common Share or (ii) a preferential annual
dividend of $100.00 per Preferred Share ($1.00 per one one-hundredth of a
Preferred Share). In the event of liquidation, the holders of Preferred Shares
shall be entitled to receive a liquidation payment in an amount equal to the
greater of (1) $15,000.00 per Preferred Share ($150.00) per one one-hundredth of
a Preferred Share), plus all accrued and unpaid dividends and distributions on
the Preferred Shares, or (2) an amount equal to 100 times the aggregate amount
to be distributed per Common Share. Each Preferred Share has 100 votes, voting
together with the Common Shares. In the event of any merger, consolidation or
other transaction in which Common Shares are exchanged, the holder of a
Preferred Share shall be entitled to receive 100 times the amount received per
Common Share. The rights of the Preferred Shares as to dividends, voting and
liquidation preferences are protected by antidilution provisions. It is
anticipated that the value of one one-hundredth of a Preferred Share should
approximate the value of one Common Share.
(b) RIGHT TO PURCHASE COMMON SHARES OF THE COMPANY. In the event that any
person, alone or together with its affiliates or associates, shall become an
Acquiring Person (subject to certain exceptions), each Right (other than a Right
that has become void) shall be exercisable to purchase, at the Purchase Price
(initially $150.00), Common
3
Shares with a market value equal to two times the Purchase Price. If the Company
does not have sufficient Common Shares available for all Rights to be exercised
the Company shall, or otherwise if the Company so elects the Company may,
substitute for all or any portion of the Common Shares that would otherwise be
issuable upon the exercise of the Rights, cash, assets or other securities
having the same aggregate value as such Common Shares.
(c) RIGHT TO PURCHASE COMMON STOCK OF A SUCCESSOR CORPORATION. If, after a
person has become an Acquiring Person, (i) the Company is acquired in a merger
or other business combination in which the Company is not the surviving
corporation, (ii) the Company is the surviving corporation in a merger or other
business combination in which all or part of the outstanding Common Shares are
changed into or exchanged for stock or assets of another person or (iii) 50% or
more of the Company's consolidated assets or earning power are sold, then each
Right (other than a Right that has become void) shall thereafter be exercisable
to purchase, at the Purchase Price (initially $150.00), shares of common stock
or cash of the surviving corporation or purchaser, respectively, with an
aggregate market value equal to two times the Purchase Price.
6. ADJUSTMENTS TO PREVENT DILUTION
The Purchase Price, the number of outstanding Rights and the number of
Preferred Shares or Common Shares issuable upon exercise of the Rights are
subject to adjustment from time to time as set forth in the Rights Agreement in
order to prevent dilution. With certain exceptions, no adjustment in the
Purchase Price shall be required until cumulative adjustments require an
adjustment of at least 1%.
7. CASH PAID INSTEAD OF ISSUING FRACTIONAL SECURITIES
No fractional securities shall be issued upon exercise of a Right (other
than fractions of Preferred Shares that are integral multiples of one
one-hundredth of a Preferred Share, which fractions may, at the election of the
Company, be evidenced by depositary receipts) and in lieu thereof, an adjustment
in cash shall be made based on the market price of such securities on the last
trading date prior to the date of exercise.
8. REDEMPTION
Prior to the earlier of the close of business on the tenth business day
following a Stock Acquisition Date or the close of business on the earlier of
expiration, redemption or exchange of the Rights, the Company may, by resolution
of its Board of Directors (or of certain "Continuing Directors", as hereinafter
defined, if such resolution is adopted after a Stock Acquisition Date), redeem
all of the then outstanding Rights at a redemption price of $.01 per Right,
subject to adjustment, payable in cash, Common Shares or other appropriate
consideration.
9. EXCHANGE
At any time after any Person becomes an Acquiring Person and prior to the
first date thereafter upon which an Acquiring Person (with certain exceptions)
shall be the beneficial owner of 50% or more of the outstanding Common Shares,
the Board of Directors may, at its option, direct the Company to exchange all,
but not less than all, of
4
the then outstanding Rights for Common Shares at an exchange ratio of one Common
Share per Right, subject to adjustment. Immediately upon such action by the
Board of Directors, the right to exercise Rights shall terminate and the only
right of the holders of Rights thereafter shall be to receive a number of Common
Shares to which such holder is entitled pursuant to such exchange ratio.
10. NO STOCKHOLDER RIGHTS PRIOR TO EXERCISE
Until a Right is exercised, the holder thereof, as such, shall have no
rights as a stockholder of the Company (other than rights resulting from such
holder's ownership of Common Shares), including, without limitation, the right
to vote or to receive dividends.
11. AMENDMENT OF RIGHTS AGREEMENT
The board of Directors may, from time to time, without the approval of any
holder of Rights, direct the Company and the Rights Agent to supplement or amend
any provision of the rights Agreement in any manner, whether or not such
supplement or amendment is adverse to any holder of Rights, and the Company and
the the Rights Agent shall so supplement or amend such provision; provided,
however, that from and after the time that any person becomes an Acquiring
Person, the Rights Agreement shall not be supplemented or amended in any manner
that would adversely affect any holder of outstanding Rights other than an
Acquiring Person; provided, further that from and after the time that any person
becomes an Acquiring Person, the Rights Agreement shall not be supplemented or
amended in any manner without the approval of certain Directors who were elected
at a regularly scheduled, annual meeting of the Company or Directors appointed
by such Directors so elected ("Continuing Directors").
ITEM 2. EXHIBITS
Attached hereto as an exhibit and incorporated herein by reference is the
Rights Agreement dated as of March 5, 1997 by and between the Company and
American Stock Transfer & Trust Company, as Rights Agent, and which includes, as
Exhibit A thereto, the form of Certificate of Designations, Preferences and
Rights of Series C Preferred Stock, as Exhibit B thereto, the form of Rights
Certificate and, as Exhibit C thereto, the Summary of Rights.
5
SIGNATURES
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.
Date: March 31, 1997 NUEVO ENERGY COMPANY, a Delaware corporation
By: /S/ MICHAEL D. WATFORD
Name: Michael D. Watford
Title: President, Chief Executive Officer and
Chief Operating Officer of Nuevo Energy
Company
6
EXHIBIT INDEX
Exhibit
- -------
1. Rights Agreement by and between Nuevo Energy Company and American Stock
Transfer & Trust Company, as Rights Agent, dated as of March 1997, and
which includes as Exhibit A Thereto the form of Certificate of
Designation, Preferences and Rights of Series C Preferred Stock, as
Exhibit B thereto the form of Rights Certificate and a Exhibit C thereto
the Summary of Rights.