1
- --------------------------------------------------------------------------------
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): AUGUST 3, 2001
CHIEFTAIN INTERNATIONAL FUNDING CORP.
(Exact name of Registrant as specified in its charter)
<Table>
NEVADA 33-51630 98-0127391
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of incorporation) Identification Number)
1201 TD TOWER
10088-102 AVENUE 75039
EDMONTON, ALBERTA, CANADA (Zip code)
(Address of principal
executive offices)
</Table>
Registrant's telephone number, including area code: (780) 425-1950
NOT APPLICABLE
(Former name or former address, if changed since last report)
- --------------------------------------------------------------------------------
2
ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
On August 3, 2001, Hunt Oil Company, a Delaware corporation ("HOC"),
through its indirectly-owned subsidiary, Hunt Oil Canadian Acquisition III
Corporation (the "Offeror"), accepted for payment over 98% of the outstanding
common shares, no par value per share (the "Common Shares"), of Chieftain
International, Inc. (the "Parent"), the indirect sole common shareholder of
Chieftain International Funding Corp. (the "Company"). The Common Shares were
purchased pursuant to a tender offer whereby the Offeror offered to purchase
(the "Offer") all of the outstanding Common Shares of the Parent at a price of
U.S. $29.00 per Common Share. On August 7, 2001, the Offeror completed its
purchase of the Common Shares tendered pursuant to the Offer and purchased the
remaining outstanding Common Shares by effecting a statutory compulsory
acquisition of the remaining Common Shares pursuant to Part 16 of the Business
Corporations Act (Alberta) (the "Compulsory Acquisition" and, together with the
Offer, the "Transactions"). As a result of the Transactions, HOC, via the
Offeror, has acquired indirect ownership of all of the outstanding Common
Shares.
The Transactions were effected pursuant to a Pre-Acquisition Agreement,
dated June 18, 2001, as amended, by and among HOC, the Offeror and the Parent
(the "Acquisition Agreement"). Pursuant to the Acquisition Agreement, the
Offeror secured the resignation of the entire existing board of directors of the
Parent and elected Messrs. Ray L. Hunt, James B. Jennings, George Ongyerth and
Byron Lutes to fill the vacancies created by such resignations. Additionally,
the Offeror also secured the resignation of the entire existing board of
directors of the Company and elected Messrs. James B. Jennings, Stephen C.
Hurley, Donald F. Robillard, Jr. and Dennis J. Grindinger to fill the vacancies
created by such resignations.
HOC financed the Transactions through an equity investment in the
Offeror, utilizing a combination of borrowings under (i) HOC's existing credit
facility, dated November 20, 2000, with Chase Manhattan Bank, as global
administrative agent, Bank of America, N.A., as syndication agent, Royal Bank of
Canada, as documentation agent, and other lenders party thereto and (ii) HOC's
$400 million acquisition credit facility, dated August 1, 2001, with The Chase
Manhattan Bank, the terms of which are more fully described in HOC's Schedule TO
filed with the Securities and Exchange Commission on June 28, 2001.
ITEM 5. OTHER EVENTS.
On August 8, 2001, the Company announced that, pursuant to the
provisions of Section IV of the Certificate of Designation, Preferences and
Rights of $1.8125 Convertible Redeemable Preferred Stock, $1.00 par value (the
"Preferred Stock"), of the Company, it has elected to redeem for cash all of the
outstanding shares of Preferred Stock on Tuesday, August 28, 2001, (the
"Redemption Date"), at a redemption price of $25.2014 per share of Preferred
Stock, plus an amount equal to all accumulated and unpaid dividends, whether or
not declared, if any, to the Redemption Date (the "Redemption Price"). Payment
of the Redemption Price for the Preferred Stock is to be made on or after the
Redemption Date upon presentation and surrender to Mellon Investor Services LLC
(the "Redemption Agent") of certificates representing the Preferred Stock. On
and after the Redemption Date, (i) the Preferred Stock will no longer be deemed
to be outstanding, (ii) dividends on the Preferred Stock will cease to accrue
and (iii) all rights of the holders of Preferred Stock as holders of Preferred
Stock will cease, except for the right to receive the Redemption Price, without
interest thereon, upon surrender of certificates representing the Preferred
Stock.
In accordance with Section VI of the Certificate of Designation of the
Preferred Stock, holders of Preferred Stock, at their option, at any time prior
to 5:00 p.m., New York City time, on the Redemption Date, in lieu of receiving
the Redemption Price, may convert their shares of Preferred Stock into the right
to receive $36.25 per share in cash by delivering to the Redemption Agent a duly
completed and executed notice of conversion. On August 7, 2001, each share of
Preferred Stock became convertible into cash rather than 1.25 Common Shares of
the Parent as a result of the Offeror effecting the Compulsory Acquisition.
3
The Company announced the redemption of the Preferred Stock and the
terms thereof in a press release dated August 8, 2001, a copy of which is filed
as Exhibit 99.1 hereto and incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(C) EXHIBITS.
99.1. Text of press release issued by Chieftain International Funding Corp.,
dated August 8, 2001.
4
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.
CHIEFTAIN INTERNATIONAL FUNDING CORP.
By: /s/ Donald F. Robillard, Jr.
--------------------------------------
Name: Donald F. Robillard, Jr.
Title: Senior Vice President and
Chief Financial Officer
Date: August 16, 2001
5
EXHIBIT INDEX
<Table>
<Caption>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
99.1. Text of press release issued by Chieftain International
Funding Corp., dated August 8, 2001.
</Table>