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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
SECURITIES EXCHANGE ACT OF 1934
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DATE OF REPORT: FEBRUARY 28, 1997
SANTA FE ENERGY RESOURCES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 1-7667 36-2722169
(STATE OR OTHER JURISDICTION (COMMISSION FILE NO.) (I.R.S. EMPLOYER
OF INCORPORATION) IDENTIFICATION NO.)
1616 SOUTH VOSS ROAD
SUITE NO. 1000
HOUSTON, TEXAS 77057
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(713) 507-5000
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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ITEM 5. OTHER EVENTS.
RIGHTS AGREEMENT
On February 19, 1997, the Board of Directors of Santa Fe Energy
Resources, Inc. (the "Company") declared a dividend of one preferred share
purchase right (a "Right") for each outstanding share of common stock, par
value $0.01 per share, of the Company (the "Common Stock"). The dividend is
payable on March 3, 1997 (the "Record Date") to the stockholders of record on
that date. Each Right entitles the registered holder to purchase from the
Company one one-hundredth of a share of Series A Junior Participating
Preferred Stock, par value $1.00 per share, of the Company (the "Preferred
Stock") at a price of $42.00 (subject to adjustment as provided in the Rights
Agreement) (the "Purchase Price"). The description and terms of the Rights are
set forth in a Rights Agreement (the "Rights Agreement") between the Company
and First Chicago Trust Company of New York, as Rights Agent (the "Rights
Agent").
Until the earlier to occur of (i) 10 business days following a public
announcement that a person or group of affiliated or associated persons (an
"Acquiring Person") have acquired beneficial ownership of 15% or more of the
outstanding Common Stock or (ii) 10 business days (or such later date as may be
determined by action of the Board of Directors of the Company 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% or more of the outstanding
Common Stock (the earlier of such dates being the "Distribution Date"), the
Rights will be evidenced, with respect to any of the Common Stock certificates
outstanding as of the Record Date, by such Common Stock certificate with a copy
of this Summary of Rights attached thereto. The date of the first public
announcement that a person has become an Acquiring Person is referred to as the
"Stock Acquisition Date."
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 Stock. Until the Distribution Date (or earlier
redemption or expiration of the Rights), new Common Stock certificates issued
after the Record Date upon transfer or new issuance of Common Stock 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 Stock outstanding as of
the Record Date, even without such notation or a copy of this Summary of Rights
being attached thereto, 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 ("Right Certificates") will be mailed to holders of record of the
Common Stock as of the close of business on the Distribution Date and such
separate Right Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date. The
Rights will expire on the earlier of (i) the close of business on March 3, 2000
and (ii) the close of business on the second
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anniversary of the distribution to the Company's common stockholders of the
shares of common stock of Monterey Resources, Inc. owned by the Company (the
"Final Expiration Date"), unless the Final Expiration Date is extended or
unless the Rights are earlier redeemed or exchanged by the Company, in each
case, as described below.
The Purchase Price payable, and the number of shares of Preferred
Stock or other securities or property issuable, upon exercise of the Rights 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 Stock; (ii) upon the grant to holders of the shares of Preferred
Stock of certain rights or warrants to subscribe for or purchase Preferred
Stock at a price, or securities convertible into Preferred Stock with a
conversion price, less than the then-current market price of the Preferred
Stock; or (iii) upon the distribution to holders of the Preferred Stock of
evidences of indebtedness or assets (excluding regular periodic cash dividends
paid out of earnings or retained earnings or dividends payable in Preferred
Stock) or of subscription rights or warrants (other than those referred to
above).
The number of outstanding Rights and the number of one one-hundredths
of a share of Preferred Stock issuable upon exercise of each Right are also
subject to adjustment in the event of a stock split of the Common Stock or a
stock dividend on the Common Stock payable in Common Stock or subdivisions,
consolidations or combinations of the Common Stock occurring, in any such case,
prior to the Distribution Date. If the Company shall pay any dividend or
distribution to the holders of its Common Stock consisting of evidences of
indebtedness or assets (excluding quarterly cash dividends), prior to the
Dissolution Date, then the Purchase Price is also subject to adjustment.
Preferred Stock purchasable upon exercise of the Rights will be
nonredeemable. Each share of Preferred Stock will have a minimum preferential
quarterly dividend rate of $1.00 per share, but will be entitled to an
aggregate dividend of 100 times the dividend declared on the Common Stock. In
the event of liquidation, the holders of the Preferred Stock will receive a
preferential liquidation payment equal to the greater of $100 or 100 times the
payment made per share of Common Stock. Each share of Preferred Stock will
have 100 votes, voting together with the Common Stock. Finally, 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. These rights are protected by
customary antidilution provisions.
Because of the nature of the Preferred Stock dividend, liquidation and
voting rights, the value of one one-hundredth interest in a share of Preferred
Stock purchasable upon exercise of each Right should approximate the value of
one share of Common Stock.
In the event that the Company is acquired in a merger or other
business combination transaction or 50% 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, other than Rights
beneficially owned by an Acquiring Person (which will be void), will upon
exercise have the right to receive, upon the exercise thereof at the
then-current exercise price of the
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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. 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 upon exercise have the
right to receive upon exercise that number of shares of Common Stock having 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% or more of the
outstanding shares of Common Stock, 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 share of
Common Stock, or one one-hundredth of a share of Preferred Stock (or of a
share of a class or series of the Company's preferred stock having equivalent
rights, preferences and privileges), per Right (subject to adjustment).
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional Preferred Stock will be issued (other than
fractions which are integral multiples of one one-hundredth of a Preferred
Stock, 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 Stock on the last trading day prior to the date
of exercise.
At any time prior to the close of business on the 10th business day
after the Stock Acquisition Date, the Board of Directors of the Company may
redeem the Rights in whole, but not in part, at a price of $0.01 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.
For so long as the Rights are then redeemable, the Company may in its
sole and absolute discretion amend the Rights Agreement without the consent of
the holders of the Rights, except that no amendment can be made to reduce the
Redemption Price. At such time as the Rights have become non-redeemable, 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, except that (i) no amendment
can be made to reduce the Redemption Price, (ii) no amendment may adversely
affect the interests of the holders of the Rights and (iii) the redemption
right cannot be reinstated.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the
right to vote or to receive dividends.
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Additional information regarding the Rights is set forth in the Rights
Agreement, including the revised summary thereof, which is filed herewith as
Exhibit 4.1 and incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
4.1 Rights Agreement dated as of March 3, 1997.
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SIGNATURE
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 thereunto duly authorized.
SANTA FE ENERGY RESOURCES, INC.
By: /s/ David L. Hicks
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David L. Hicks
Vice President--Law and General Counsel
Date: February 28, 1997
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
4.1 Rights Agreement dated as of March 3, 1997.