1
UNITED STATES
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): July 24, 1998
PARKER DRILLING COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 1-7573 76-0618660
(State of Incorporation) (Commission File Number) (I.R.S. Employer
Identification Number)
8 EAST THIRD STREET
TULSA, OKLAHOMA 74103
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (918) 585-8221
2
ITEM 5. OTHER EVENTS
On June 25, 1998, the Board of Directors of Parker Drilling Company
(the "Company") authorized the issuance of one preferred share purchase right (a
"Right") for each outstanding share of common stock, $0.162/3 par value per
share (the "Common Shares"), of the Company. The rights will be issued on July
15, 1998 (the "Record Date") to the holders of record of Common Shares on that
date. Each Right entitles the registered holder to purchase from the Company one
one-thousandth of a share of Junior Participating Preferred Stock, par value
$1.00 per share (the "Preferred Shares"), of the Company, at a price of $30.00
per one one-thousandth of a Preferred Share (the "Purchase Price"), subject to
adjustment. The description and terms of the Rights are set forth in a Rights
Agreement (the "Rights Agreement") dated as of July 14, 1998 between the Company
and Norwest Bank Minnesota, N.A., as Rights Agent (the "Rights Agent").
Detachment of Rights; Exercise. Initially, the Rights will attach to
all Common Share certificates representing outstanding shares and no separate
Right Certificate will be distributed. The Rights will separate from the Common
Shares and a Distribution Date will occur upon the earlier of (i) 10 business
days following 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 Voting Shares (as defined in the Rights
Agreement) of the Company, or (ii) 10 business days following the commencement
or announcement of an intention to commence a tender offer or exchange offer the
consummation of which would result in any person becoming an Acquiring Person.
Until the Distribution Date (or earlier redemption or expiration of the
Rights) (i) the Rights will be evidenced, with respect to the Common Shares
outstanding on July 15, 1998, by the certificates representing such Common
Shares with a copy of the Summary of Rights to Purchase Preferred Shares
included as Exhibit 4.4 hereto (the "Summary of Rights"), (ii) the Rights will
be transferred with and only with the Common Shares, (iii) new Common Share
certificates issued after July 15, 1998, upon transfer or new issuance of the
Common Shares, will contain a notation incorporating the Rights Agreement by
reference, and (iv) the surrender for transfer of any certificates for Common
Shares outstanding as of July 15, 1998, even without such notation or a copy of
the Summary of Rights being attached thereto, will also constitute the transfer
of the Rights associated with the Common Shares 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 Common Shares as of the close of business on the
Distribution Date and such separate Right Certificates alone will thereafter
evidence the Rights.
The Rights are not exercisable until the Distribution Date. The Rights
will expire on June 30, 2008 (the "Final Expiration Date"), unless the Final
Expiration Date is extended or the Rights are earlier redeemed or exchanged by
the Company as described below.
2
3
If a person or group were to acquire 15% or more of the Voting Shares
of the Company, each Right then outstanding (other than Rights beneficially
owned by the Acquiring Person which would become null and void) would become a
right to buy that number of Common Shares (or under certain circumstances, the
equivalent number of one one-thousandths of a Preferred Share) that at the time
of such acquisition would have a market value of two times the Purchase Price of
the Right.
If the Company were acquired in a merger or other business combination
transaction or assets constituting more than 50% of its consolidated assets or
producing more than 50% of its earning power or cash flow were sold, proper
provision will be made so that each holder of a Right will thereafter have the
right to receive, upon the exercise thereof at the then current Purchase Price
of the Right, that number of shares of common stock of the acquiring company
which at the time of such transaction would have a market value of two times the
Purchase Price of the Right.
Preferred Shares. The dividend and liquidation rights, and the
non-redemption feature, of the Preferred Shares are designed so that the value
of one one-thousandth of a Preferred Share purchasable upon exercise of each
Right will approximate the value of one Common Share. The Preferred Shares
issuable upon exercise of the Rights will be non-redeemable and rank junior to
all other series of the Company's preferred stock. Each whole Preferred Share
will be entitled to receive a quarterly preferential dividend in an amount per
share equal to the greater of (i) $1.00 in cash, or (ii) in the aggregate, 1,000
times the dividend declared on the Common Shares. In the event of liquidation,
the holders of the Preferred Shares will be entitled to receive a preferential
liquidation payment equal to the greater of (i) $1,000 per share, or (ii) in the
aggregate, 1,000 times the payment made on the Common Shares. In the event of
any merger, consolidation or other transaction in which Common Shares are
exchanged for or changed into other stock or securities, cash or other property,
each whole Preferred Share will be entitled to receive 1,000 times the amount
received per Common Share. Each whole Preferred Share shall be entitled to 1,000
votes on all matters submitted to a vote of the stockholders of the Company, and
Preferred Shares shall generally vote together as one class with the Common
Stock and any other capital stock on all matters submitted to a vote of
stockholders of the Company.
The offer and sale of the Preferred Shares issuable upon exercise of
the Rights will be registered with the Securities and Exchange Commission and
such registration will not be effective until the Rights become exercisable.
Antidilution and Other Adjustments. The number of one one-thousandths
of a Preferred Share or other securities or property issuable upon exercise of
the Rights, and the Purchase Price payable, are subject to customary adjustments
from time to time to prevent dilution.
The number of outstanding Rights and the number of one one-thousandths
of a Preferred Share issuable upon exercise of each Right are also subject to
adjustment in the event of a stock split of the Common Shares or a stock
dividend on the Common Shares payable in Common
3
4
Shares or subdivisions, consolidations or combinations of the Common Shares
occurring, in any such case, prior to the Distribution Date.
Exchange Option. At any time after the acquisition by a person or group
of affiliated or associated persons of beneficial ownership of 15% or more of
the outstanding Voting Shares of the Company and before the acquisition by a
person or group of 50% or more of the outstanding Voting Shares of the Company,
the Board of Directors may, at its option, issue Common Shares in mandatory
redemption of, and in exchange for, all or part of the then outstanding and
exercisable Rights (other than Rights owned by such person or group which would
become null and void) at an exchange ratio of one Common Share for each Right,
subject to adjustment.
Redemption of Rights. At any time prior to the first public
announcement that a person or group has become the beneficial owner of 15% or
more of the outstanding Voting Shares, the Board of Directors of the Company may
redeem all but not less than all the then outstanding Rights at a price of $.01
per Right (the "Redemption Price"), subject to certain limitations if the
majority of the Board of Directors of the Company is no longer comprised of
Continuing Directors (as defined in the Rights Agreement). The redemption of the
Rights may be made effective at such time, on such basis and with such
conditions as the Board of Directors in its sole discretion may establish.
Immediately upon the action of the Board of Directors ordering 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.
No Rights as Stockholder. 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.
Amendment of Rights. 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, including an amendment to extend the Final Expiration Date, and,
provided a Distribution Date has not occurred, to extend the period during which
the Rights may be redeemed, except that after the first public announcement that
a person has become an Acquiring Person, no such amendment may materially and
adversely affect the interests of the holders of the Rights. Furthermore, the
Rights Agent must consent to any supplement or amendment which alters the Rights
Agent's rights or duties under the Rights Agreement.
Grandfathered Stockholder. Notwithstanding the foregoing, the term
"Acquiring Person" shall not include Equitable Companies/Alliance Capital and
its Affiliates and all successors thereto (collectively, the "Grandfathered
Stockholder") unless and until (i) the Grandfathered Stockholder's Beneficial
Ownership of Voting Shares exceeds 20% of the Voting Shares then outstanding, or
(ii) the Grandfathered Stockholder's Beneficial Ownership of Voting Shares
exceeds 15% of the Voting Shares then outstanding and the Grandfathered
Stockholder files a Schedule 13D with the Securities and Exchange Commission
disclosing that it holds Voting Shares with the purpose or effect of changing or
influencing control of the Company.
4
5
The foregoing description of the Rights does not purport to be complete
and is qualified in its entirety by reference to the Rights Agreement, form of
Certificate of Designations of Junior Participating Preferred Stock, form of
Right Certificate, and the form of the Summary of Rights, filed as exhibits
hereto and incorporated by reference herein.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits as follows:
4.1 Rights Agreement, dated as of July 14, 1998, between the Company and
Norwest Bank Minnesota, N.A., as Rights Agent, specifying the terms of
the Rights, which includes the form of Certificate of Designation of
Junior Participating Preferred Stock as Exhibit A, the form of Right
Certificate as Exhibit B and the form of the Summary of Rights to
Purchase Preferred Shares as Exhibit C.
4.2 Form of Certificate of Designation of Junior Participating Preferred
Stock (Exhibit A to the Rights Agreement filed as Exhibit 4.1 hereto)
setting forth the terms of the Junior Participating Preferred Stock,
par value $.01 per share.
4.3 Form of Right Certificate (Exhibit B to the Rights Agreement filed as
Exhibit 4.1 hereto). Pursuant to the Rights Agreement, printed Right
Certificates will not be delivered until as soon as practicable after
the Distribution Date.
4.4 Form of Summary of Rights to Purchase Preferred Shares (Exhibit C to
the Rights Agreement filed as Exhibit 4.1 hereto) which, together with
certificates representing the outstanding Common Shares of the Company,
shall represent the Rights prior to the Distribution Date.
5
6
SIGNATURE
Pursuant to the requirements of Section 12 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.
Dated: July 24, 1998
PARKER DRILLING COMPANY
By: /s/ JAMES J. DAVIS
------------------------------------
Name: James J. Davis
Title: Senior Vice President
6
7
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
4.1 Rights Agreement, dated as of July 14, 1998, between
the Company and Norwest Bank Minnesota, N.A., as
Rights Agent, specifying the terms of the Rights,
which includes the form of Certificate of Designation
of Junior Participating Preferred Stock as Exhibit A,
the form of Right Certificate as Exhibit B and the
form of the Summary of Rights to Purchase Preferred
Shares as Exhibit C.
4.2 Form of Certificate of Designation of Junior
Participating Preferred Stock (Exhibit A to the
Rights Agreement filed as Exhibit 4.1 hereto) setting
forth the terms of the Junior Participating Preferred
Stock, par value $.01 per share.
4.3 Form of Right Certificate (Exhibit B to the Rights
Agreement filed as Exhibit 4.1 hereto). Pursuant to
the Rights Agreement, printed Right Certificates will
not be delivered until as soon as practicable after
the Distribution Date.
4.4 Form of Summary of Rights to Purchase Preferred
Shares (Exhibit C to the Rights Agreement filed as
Exhibit 4.1 hereto) which, together with certificates
representing the outstanding Common Shares of the
Company, shall represent the Rights prior to the
Distribution Date.
7