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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): FEBRUARY 23, 2002
KEY PRODUCTION COMPANY, INC.
(Exact Name of Registrant as Specified in Charter)
DELAWARE 001-11769 84-1089744
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification #)
incorporation)
707 SEVENTEENTH STREET, SUITE 3300, DENVER, CO 80202
(Address of Principal Executive Office)
(303) 295-3995
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former name and address, if changed since last report)
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ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE
MERGER AGREEMENT
On February 23, 2002, Key Production Company, Inc. ("Key"), Helmerich &
Payne, Inc., a Delaware corporation ("H&P"), Helmerich & Payne Exploration and
Production Co., a Delaware corporation and a wholly owned subsidiary of H&P
("Spinco") and Mountain Acquisition Co., a Delaware corporation and a wholly
owned subsidiary of Spinco ("Merger Sub"), entered into an Agreement and Plan of
Merger (the "Merger Agreement"). Pursuant to the Merger Agreement and other
related transaction documents, as more fully described in the press release
attached as Exhibit 99.1 and incorporated herein by reference, (i) H&P will
transfer to Spinco certain assets primarily related to the oil and gas
exploration, production, marketing and sales operations of H&P, (ii) Spinco will
assume certain liabilities of H&P and (iii) H&P will distribute to its
shareholders approximately 0.53 shares of Spinco common stock for each share of
H&P common stock (the "Spin-off"). Immediately thereafter, Merger Sub will be
merged with and into Key, with Key as the surviving corporation (the "Merger").
In connection with the Merger, the stockholders of Key will receive one share of
Spinco common stock for each share of Key common stock they own immediately
prior to the Merger, as set forth in the Merger Agreement. Upon completion of
the transaction, holders of H&P common stock will own 65.25 percent and Key
shareholders will own 34.75 percent of the common stock of Spinco, in each case
on a fully diluted basis.
The Merger Agreement has been approved by the respective Boards of
Directors of Key and H&P. The Spin-off is subject to, among other things,
receipt of a ruling from the Internal Revenue Service to the effect that the
Spin-off is tax-free. The Merger is subject to, among other things, the
completion of the Spin-off, the approval of the stockholders of Key, and the
receipt of opinions of counsel of each of Key and H&P to the effect that the
Merger is tax-free.
RIGHTS AGREEMENT
On February 23, 2002, the Board of Directors (the "Board") of Key declared
a dividend of one common share purchase right (a "Right") for each outstanding
share of common stock, par value $.25 per share, of Key (the "Common Shares").
The dividend is payable on March 7, 2002 (the "Record Date") to the shareholders
of record on the close of business on that date. Each Right entitles the
registered holder to purchase from Key one Common Share at a price of $70 per
share (the "Purchase Price"), subject to adjustment. The description and terms
of the Rights are set forth in a Rights Agreement (the "Rights Agreement")
between Key and A.G. Edwards & Sons, Inc., as Rights Agent (the "Rights Agent").
The Rights are not exercisable until the Distribution Date. The
"Distribution Date" will generally occur upon the earlier of (i) ten business
days following (a) a public announcement that a person or group of affiliated or
associated persons (an "Acquiring Person") has acquired beneficial ownership of
15% or more of the outstanding Common Shares (subject to certain exceptions) or
(b) an earlier date as a majority of the Board shall become aware of the
existence of the Acquiring Person and (ii) ten business days following the
commencement of, or announcement of an intention to commence, a tender offer or
exchange offer the consummation
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of which would result in the beneficial ownership by a person or group of 15% or
more of the outstanding Common Shares (subject to certain exceptions). The
Rights Agreement provides that the Merger Agreement described above and the
consummation of the transactions described therein will not trigger a
Distribution Date; and that H&P, Spinco, and Merger Sub will not be deemed to be
Acquiring Persons.
Until the Distribution Date, the Rights will be evidenced by Common Share
certificates and no separate Rights Certificates (as hereinafter defined) will
be distributed. All Common Share certificates outstanding as of the Record Date
will evidence the Rights related thereto and any new Common Share certificates
issued after the Record Date will contain a notation incorporating the Rights
Agreement by reference.
The Rights will separate from the Common Shares on the Distribution Date.
As soon as practicable following the Distribution Date, separate certificates
evidencing the Rights ("Rights Certificates") will be mailed to holders of
record of the Common Shares as of the close of business on the Distribution Date
(except as provided in the Rights Agreement), and thereafter, such separate
Right Certificates alone will evidence the Rights.
In the event any person becomes an Acquiring Person, proper provision will
be made so that each holder of a Right, other than Rights beneficially owned by
the Acquiring Person or any affiliate or associate thereof (which will
thereafter be null and void for all purposes of the Rights Agreement), shall
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 (unless the
Rights are earlier redeemed, exchanged or expired as described below). Rights
are not exercisable until such time as the Rights are no longer redeemable by
Key as described below.
In the event, following the first date of the earlier of a public
announcement by Key or an Acquiring Person that an Acquiring Person has become
such or a majority of the Board of Directors becoming aware of the existence of
an Acquiring Person (a "Shares Acquisition Date"), (i) Key is, in effect,
acquired in a merger or other business combination transaction in which the
Common Shares are changed or exchanged or in which Key is not the surviving
corporation or (ii) 50% or more of Key's consolidated assets or earning power is
sold, proper provision will be made so that each holder of a Right, other than
Rights beneficially owned by an Acquiring Person or any affiliate or associate
thereof (which will be null and void as described above) shall 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 (or in certain cases, an affiliate 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 (unless the Rights are earlier redeemed, exchanged or expired
as described below).
At any time prior to the close of business on the tenth business day after
the Shares Acquisition Date (or, if the Shares Acquisition Date shall have
occurred prior to the Record Date, the close of business on the tenth business
day following the Record Date), the Board may redeem the Rights in whole, but
not in part, at a price of $.01 per right, payable in cash, Common Shares or any
other form of consideration deemed appropriate by the Board.
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At any time after a person or group has become an Acquiring Person and
prior to the acquisition by any person or group of 50% or more of the then
outstanding Common Shares, the Board, at its option, may exchange Common Shares
for the Rights (other than Rights that have become null and void as described
above), in whole or in part, at an exchange ratio of one Common Share per Right
(subject to adjustment).
The Rights will expire upon the earliest to occur of (a) the close of
business on February 25, 2012 and (b) immediately prior to the effective time of
the merger described in the Merger Agreement (the earliest of such times being
herein referred to as the "Final Expiration Date"), unless the Final Expiration
Date is extended or unless the Rights are earlier redeemed or exchanged by Key.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of Key, including, without limitation, the right to vote
or to receive dividends.
The terms of the Rights may be amended by the Board without the consent of
the holders of the Rights at any time to cure any ambiguity or to correct or
supplement any defective or inconsistent provisions and such terms may, prior to
the Distribution Date, be amended to change or supplement any other provision in
any manner that the Company may deem necessary or desirable. After the
Distribution Date, the terms of the Rights may be amended (other than to cure
ambiguities or correct or supplement defective or inconsistent provisions) only
so long as such amendment shall not adversely affect the interests of the
holders of the Rights (other than an Acquiring Person in whose hands Rights are
void).
The foregoing summary description of the Rights Agreement is not complete
and is qualified in its entirety by reference to the full text of that
agreement, the form of which is filed as Exhibit 4.1 to this Form 8-K and is
incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
4.1 Form of Rights Agreement between Key Production Company, Inc. and A.G.
Edwards & Sons, Inc., as Rights Agent (which includes as Exhibit A
thereto the form of Rights Certificate).
99.1 Joint Press Release of Key Production Company, Inc. and Helmerich &
Payne, Inc., dated February 25, 2002
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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.
KEY PRODUCTION COMPANY, INC.
By: /s/ Paul Korus
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Name: Paul Korus
Title: Chief Financial Officer & Vice President
Dated: February 25, 2002
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Exhibit Index
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<Caption>
Exhibit
Number Description
- ------- -----------
4.1 Form of Rights Agreement between Key Production Company, Inc. and A.G.
Edwards & Sons, Inc., as Rights Agent (which includes as Exhibit A
thereto the form of Rights Certificate)
99.1 Joint Press Release of Key Production Company, Inc. and Helmerich &
Payne, Inc., dated February 25, 2002
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