UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
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FORM 8-A/A
(Amendment No. 2)
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
United Meridian Corporation
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(Exact name of registrant as specified in its charter)
Delaware 75-2160316
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(State of Incorporation) (IRS Employer
Identification No.)
1201 Louisiana, Suite 1400, Houston, Texas 77002-5603
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(Address of principal executive offices) (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
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Preferred Stock Purchase New York Stock Exchange, Inc.
Rights
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
Item 1. Description of Securities to be Registered.
On February 13, 1996, the Board of Directors of United Meridian
Corporation, a Delaware corporation (the "Company"), declared a dividend of one
Preferred Stock Purchase Right (the "Right(s)") for each outstanding share of
the Company's Series A Voting Common Stock, par value $0.01 per share (the
"Common Stock"). The dividend is payable as of February 29, 1996, to
stockholders of record on that date. Each Right entitles the registered holder
to purchase from the Company one one-hundredth (1/100) of a share of a new
series of preferred shares of the Company, designated as Series A Junior
Preferred Stock (the "Preferred Stock"), at a price of $70.00 per one one-
hundredth (1/100) of a share (the "Exercise Price"), subject to certain
adjustments. The description and terms of the Rights are set forth in a Rights
Agreement, dated as of February 13, 1996 (as the same may be amended from time
to time, the "Rights Agreement") between the Company and Chemical Mellon
Shareholder Services, L.L.C., as rights agent (the "Rights Agent").
Initially the Rights will not be exercisable, certificates will not be sent
to stockholders, and the Rights will automatically trade with the Common Stock.
The Rights, unless earlier redeemed by the Board of Directors, become
exercisable upon the close of business on the day (the "Distribution Date")
which is the earlier of (i) the tenth day following a public announcement that a
person or group of affiliated or associated persons, with certain exceptions set
forth below, has acquired beneficial ownership of 10% or more of the outstanding
voting stock of the Company (an "Acquiring Person") and (ii) the tenth business
day (or such later date as may be determined by the Board of Directors prior to
such time as any person or group of affiliated or associated persons becomes an
Acquiring Person) after the date of the commencement or announcement of a
person's or group's intention
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to commence a tender or exchange offer the consummation of which would result in
the ownership of 30% or more of the Company's outstanding voting stock (even if
no shares are actually purchased pursuant to such offer). Prior to such date,
the Rights would not be exercisable, would not be represented by a separate
certificate, and would not be transferable apart from the Company's Common
Stock, but will instead be evidenced, with respect to any of the Common Stock
certificates outstanding as of February 29, 1996, by such Common Stock
certificate. An Acquiring Person does not include (A) the Company, (B) any
subsidiary of the Company, (C) any employee benefit plan or employee stock plan
of the Company or of any subsidiary of the Company, or any trust or other entity
organized, appointed, established or holding Common Stock for or pursuant to the
terms of any such plan, or (D) any person or group whose ownership of 10% or
more of the shares of voting stock of the Company then outstanding results
solely from (i) any action or transaction or transactions approved by the Board
of Directors before such person or group became an Acquiring Person, or (ii) a
reduction in the number of issued and outstanding shares of voting stock of the
Company pursuant to a transaction or transactions approved by the Board of
Directors (provided that any person or group that does not become an Acquiring
Person by reason of clause (i) or (ii) above shall become an Acquiring Person
upon acquisition of an additional 1% or more of the Company's voting stock
unless such acquisition of additional voting stock will not result in such
person or group becoming an Acquiring Person by reason of such clause (i) or
(ii)).
A copy of a Summary of Rights will be distributed to stockholders of record
as of February 29, 1996 (the "Summary of Rights").
Until the Distribution Date (or earlier redemption or expiration of the
Rights), new Common Stock certificates issued after February 29, 1996 will
contain a legend
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incorporating the Rights Agreement by reference. Until the Distribution Date (or
earlier redemption or expiration of the Rights), the surrender for transfer of
any of the Company's Common Stock certificates outstanding as of February 29,
1996, with or without a copy of the Summary of Rights attached, will also
constitute the transfer of the Rights associated with the Common Stock
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 Company's Common Stock
as of the close of business on the Distribution Date and such separate
certificates alone will evidence the Rights from and after the Distribution
Date.
The Rights are not exercisable until the Distribution Date. The Rights will
expire at the close of business on February 28, 2006, unless earlier redeemed by
the Company as described below.
The Preferred Stock is non-redeemable and, unless otherwise provided in
connection with the creation of a subsequent series of preferred stock,
subordinate to any other series of the Company's preferred stock. The Preferred
Stock may not be issued except upon exercise of Rights. Each share of Preferred
Stock will be entitled to receive when, as and if declared, a quarterly dividend
in an amount equal to the greater of $1.00 per share and 100 times the cash
dividends declared on the Company's Common Stock. In addition, the Preferred
Stock is entitled to 100 times any non-cash dividends (other than dividends
payable in equity securities or certain rights or warrants) declared on the
Common Stock, in like kind. In the event of liquidation, the holders of
Preferred Stock will be entitled to receive for each share of Series A Preferred
Stock, a liquidation payment in an amount equal to the greater of $70.00 per one
one-hundredth (1/100) of a share or 100 times the payment made per share of
Common Stock. Each
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share of Preferred Stock will have 100 votes, voting together with the
Common Stock. In the event of any merger, consolidation or other transaction in
which Common Stock is exchanged, each share of Preferred Stock will be entitled
to receive 100 times the amount received per share of Common Stock. The rights
of Preferred Stock as to dividends, liquidation and voting are protected by
anti-dilution provisions.
The number of shares of Preferred Stock issuable upon exercise of the
Rights is subject to certain adjustments from time to time in the event of a
stock dividend on, or a subdivision or combination of, the Common Stock. The
Exercise Price for the Rights is subject to adjustment in the event of
extraordinary distributions of cash or other property to holders of Common
Stock.
Unless the Rights are earlier redeemed or the transaction is approved by
the Board of Directors and the Continuing Directors (as defined in the Rights
Agreement), in the event that, after the time that the Rights become
exercisable, the Company were to be acquired in a merger or other business
combination (in which any shares of the Company's Common Stock are changed into
or exchanged for other securities or assets) or more than 50% of the assets or
earning power of the Company and its subsidiaries (taken as a whole) were to be
sold or transferred in one or a series of related transactions, the Rights
Agreement provides that proper provision will be made so that each holder of
record of a Right will from and after such date have the right to receive, upon
payment of the Exercise Price, that number of shares of common stock of the
acquiring company having a market value at the time of such transaction equal to
two times the Exercise Price. In addition, unless the Rights are earlier
redeemed, if a person or group (with certain exceptions) becomes the beneficial
owner of 10% or more of the Company's voting stock (other than pursuant to a
tender or exchange offer for all outstanding shares of Common
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Stock that is approved by the Board of Directors, after taking into account the
long-term value of the Company and all other factors they consider relevant in
the circumstances (a "Qualifying Tender Offer")), the Rights Agreement provides
that proper provision will be made so that each holder of record of a Right,
other than the Acquiring Person (whose Rights will thereupon become null and
void), will thereafter have the right to receive, upon payment of the Exercise
Price, that number of shares of the Company's Preferred Stock having a market
value at the time of the transaction equal to two times the Exercise Price (such
market value to be determined with reference to the market value of the
Company's Common Stock as provided in the Rights Agreement).
Fractions of shares of Preferred Stock (other than fractions that are
integral multiples of one one-hundredth (1/100) of a share) may, at the election
of the Company, be evidenced by depositary receipts. The Company may also issue
cash in lieu of fractional shares which are not integral multiples of one one-
hundredth (1/100) of a share.
At any time on or prior to the close of business on the earlier of the
tenth day after the time that a person has become an Acquiring Person (or such
later date as a majority of the Board of Directors and a majority of the
Continuing Directors may determine) or February 28, 2006, the Company may redeem
the Rights in whole, but not in part, at a price of $0.01 per Right, subject to
adjustment (the "Redemption Price"). The Rights may be redeemed after the time
that any Person has become an Acquiring Person only if approved by a majority of
the Continuing Directors. Immediately upon the effective time of the action of
the Board of Directors of the Company authorizing redemption of the Rights, the
right to exercise the Rights will terminate and the only right of the holders of
the Rights will be to receive the Redemption Price.
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For as long as the Rights are then redeemable, the Company may, except with
respect to the Redemption Price or date of expiration of the Rights, amend the
Rights in any manner, including an amendment to extend the time period in which
the Rights may be redeemed. At any time when the Rights are not then redeemable,
the Company may amend the Rights in any manner that does not materially
adversely affect the interests of holders of the Rights as such. Amendments to
the Rights Agreement from and after the time that any Person becomes an
Acquiring Person requires the approval of a majority of the Continuing Directors
(as provided in the Rights Agreement).
Until a Right is exercised, the holder, as such, will have no rights as a
stockholder of the Company, including, without limitation, the right to vote or
to receive dividends.
As of February 13, 1996 there were 28,150,224 shares of Common Stock issued
and outstanding (and 4,200,000 shares reserved for issuance under the Company's
existing stock option plans). 450,000 shares of Preferred Stock have been
reserved for issuance upon exercise of the Rights.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group who attempts to acquire the Company on
terms not approved by the Company's Board of Directors. The Rights should not
interfere with any merger or other business combination approved by the Board
since they may be redeemed by the Company at $0.01 per Right at any time until
the close of business on the tenth day (or such later date as described above)
after a person or group has obtained beneficial ownership of 10% or more of the
voting stock.
The form of Rights Agreement between the Company and Chemical Mellon
Shareholder Services, L.L.C. as rights agent, specifying the terms of the
Rights, which includes
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as Exhibit A the form of Summary of Rights to Purchase Series A Junior Preferred
Stock, as Exhibit B the form of Right Certificate and as Exhibit C the form of
Certificate of Designations of the Company setting forth the terms of the
Preferred Stock are attached hereto as exhibits and incorporated herein by
reference. The foregoing description of the Rights is qualified by reference to
such exhibits.
Item 2. Exhibits.
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1. Rights Agreement, dated as of February 13, 1996, between United
Meridian Corporation and Chemical Mellon Shareholder Services,
L.L.C., as Rights Agent (incorporated by reference to the
Company's Registration Statement on Form 8-A, filed with the
Securities and Exchange Commission on February 16, 1996). The
Rights Agreement includes as Exhibit B the form of Right
Certificate and as Exhibit C the form of Certificate of
Designations.
2. Press Release, dated February 14, 1996 (incorporated by reference
to the Company's Registration Statement on Form 8-A, filed with
the Securities and Exchange Commission on February 16, 1996).
3. Letter to United Meridian Corporation Series A Voting Common
Stockholders, dated February 29, 1996 (incorporated by reference
to the Company's Registration Statement on Form 8-A, filed with
the Securities and Exchange Commission on February 16, 1996).
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4. Amendment No. 1 to the Rights Agreement, dated as of September
30, 1997, between United Meridian Corporation and ChaseMellon
Shareholder Services, L.L.C., as Rights Agent.
5. Press Release, dated September 30, 1997.
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SIGNATURES
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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 hereunto duly authorized.
UNITED MERIDIAN CORPORATION
By: /s/ Jonathan M. Clarkson
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Name: Jonathan M. Clarkson
Title: Executive Vice President and
Chief Financial Officer
Dated: October 1, 1997
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EXHIBIT INDEX
Exhibit No. Description
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1. Rights Agreement, dated as of February 13, 1996, between
United Meridian Corporation and Chemical Mellon Shareholder
Services, L.L.C., as Rights Agent (incorporated by reference
to the Company's Registration Statement on Form 8-A, filed
with the Securities and Exchange Commission on February 16,
1996). The Rights Agreement includes as Exhibit B the form of
Right Certificate and as Exhibit C the form of Certificate of
Designations.
2. Press Release, dated February 14, 1996 (incorporated by
reference to the Company's Registration Statement on Form 8-A,
filed with the Securities and Exchange Commission on February
16, 1996).
3. Letter to United Meridian Corporation Series A Voting Common
Stockholders, dated February 29, 1996 (incorporated by
reference to the Company's Registration Statement on Form 8-A,
filed with the Securities and Exchange Commission on February
16, 1996).
4. Amendment No. 1 to the Rights Agreement, dated as of September
30, 1997, between United Meridian Corporation and ChaseMellon
Shareholder Services, L.L.C., as Rights Agent.
5. Press Release, dated September 30, 1997.
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