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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): December 8, 1998
NOBLE AFFILIATES, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-7062 73-0785597
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
110 West Broadway
Ardmore, Oklahoma 73401
(Address, including zip code, of principal executive offices)
Registrant's telephone number, including area code:
(405) 223-4110
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Item 5. OTHER EVENTS.
On August 27, 1997, the Board of Directors of Noble Affiliates, Inc.
(the "Company") authorized and declared a dividend of one Right (a "Right") for
each outstanding share of Common Stock, par value $3.331/3 per share, of the
Company (the "Common Shares"). The dividend was paid on September 8, 1997 to the
holders of record of the Common Shares at the close of business on that date.
The description and terms of the Rights are set forth in a Rights Agreement
dated August 27, 1997 (the "Rights Agreement") between the Company and Liberty
Bank and Trust Company of Oklahoma City, N.A., as Rights Agent, (the "Rights
Agent") a copy of which was filed as an Exhibit to the Registration Statement on
Form 8-A filed with the Securities and Exchange Commission on August 28, 1997.
The Company and the Rights Agent entered into Amendment No. 1 to the
Rights Agreement, dated as of December 8, 1998 ("Amendment No. 1") which
amended the Rights Agreement to eliminate the requirement that "Continuing
Directors" (as defined in the Rights Agreement) approve certain actions.
Amendment No. 1 is filed herewith as Exhibit 4. The foregoing
description of Amendment No. 1 is qualified by reference to such Exhibit.
Certain capitalized terms used herein and not otherwise defined have the
meanings ascribed to them in the Rights Agreement.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
Item Description
4.1 Amendment No. 1 to Rights Agreement
dated as of December 8, 1998,
between Noble Affiliates, Inc. and
Bank One Trust Company, as successor
Rights Agent to Liberty Bank and
Trust Company of Oklahoma City,
N.A. (filed as Exhibit 4.2 to the
Company's Registration Statement on
Form 8-A/A (Amendment No. 1) filed on
December 14, 1998 and incorporated by
reference herein).
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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.
NOBLE AFFILIATES, INC.
Date: December 8, 1998 By: /s/ WILLIAM D. DICKSON
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William D. Dickson
Vice President-Finance and Treasurer
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INDEX TO EXHIBITS
EXHIBIT DESCRIPTION
4.1 Amendment No. 1 to Rights Agreement dated as of December
8, 1998, between Noble Affiliates, Inc. and Bank One Trust
Company, as successor Rights Agent to Liberty Bank and Trust
Company of Oklahoma City, N.A. (filed as Exhibit 4.2 to the
Company's Registration Statement on Form 8-A/A (Amendment
No. 1) filed on December 14, 1998 and incorporated herein by
reference).